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         A p r i l  1 ,  2 0 1 0   Jeff Robinson, Esq. The First American Corporation 1 First American Way Santa Ana, California 92707
 Re: First American Financial Corporation
  Registration Statement on Form 10-12B/A
  Filed March 22, 2010
  File No. 001-34580

Dear Mr. Robinson:
  We have reviewed your March 22, 2 010 response to our March 1, 2010 comment
letter and have the following additional comments.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-12B filed March 22, 2010

Exhibit 99(a) Information Statement

Risk Factors, page 11
 “A downgrade by ratings agencies, reductions in  statutory surplus maintained by our title
insurance underwriters or a deterioration in  other measures of financial strength may
negatively affect FinCo’s results of ope rations and competitive position.” page 12

1. We note your response to our prior co mment 5 and the following statement on
page 12: “Our principal title insuran ce underwriter is curr ently rated no lower

Jeff Robinson, Esq.
The First American Corporation April 1, 2010 Page 2
than the ‘A-’ equivalent by all ratings agencies except Standard & Poor’s, which
has rated it at ‘BBB+’.”  Please revise your disclosure  to include the current
ratings of your title insurance operations as issued by each of the major ratings
agencies individually
, rather than in the aggregate.

Special Note About Forward-Looking Statements, page 21

2. We note your response to our prior comme nt 7 and again advise you that the
company is not eligible to rely on th e safe harbor under Section 21E of the
Exchange Act.  Section 21E(b)(2)(D) expr essly states that th e safe harbor for
forward looking statements may only be used by:
•  an issuer that, at the time that the statement is made, is subject to the reporting requirements of Sec tion 13(a) or Section 15(d);
• a person acting on behalf of such issuer;
• an outside reviewer retained by such issuer making a statement on behalf
of such issuer; or
• an underwriter, with respect to info rmation provided by such issuer or
information derived from informa tion provided by such issuer.
 Staff Legal Bulletin 4 paragraph B.9 is not applicable as it relates only to Form S-
3 eligibility requirements.  Pleas e revise your fili ng to either:

• delete any reference to the Litigation Reform Act; or
• make clear, each time you refer to the Litigation Reform Act, that the safe
harbor does not apply.

* * * *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Jeff Robinson, Esq.
The First American Corporation April 1, 2010 Page 3   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Sasha Parikh at (202) 551-3627 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Laura Crotty at ( 202) 551-3563 or myself at (202) 551-3715 with
any other questions.

        S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r