Form 4 McMahon Frank Vincent For: Sep 10 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McMahon Frank Vincent

(Last)

(First)

(Middle)

4 FIRST AMERICAN WAY

(Street)

SANTA ANA

92707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST AMERICAN CORP [FAF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO-Information Solutions Grp.

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2009		S⁽¹⁾		5,000	D	$ 33	143,371.456	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 39.16

03/31/2007⁽⁷⁾

03/31/2016

Common Stock

300,000

Explanation of Responses:

1. This sale was executed pursuant to the reporting person's 10b5-1 trading plan.

2. Includes 32,530 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 31,994 restricted stock units vesting in five equal annual increments commencing 3/4/10, the first anniversary of the grant.

3. Includes 33,826 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 40,151 restricted stock units vesting in five equal annual increments commencing 3/4/09, the first anniversary of the grant.

4. Includes 21,323 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 33,046 restricted stock units vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant.

5. Includes 14,600 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 33,334 restricted stock units vesting in five equal annual increments commencing 3/31/07, the first anniversary of the grant.

6. Includes 2,636.456 shares acquired in connection with the issuer's Employee Stock Purchase Plan.

7. The option vests in five equal annual increments commencing 3/31/07, the first anniversary of the grant.

	/s/ Stacy S. Rentner, Attorney-in-Fact for Frank Vincent McMahon	09/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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