##### Table of Contents



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

FORM 10-Q

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|(X)   |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 
|     
|OR   
|     
|(   ) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2002

Commission File Number 0-24961

AMERICAN NATIONAL FINANCIAL, INC.

---

(Exact name of registrant as specified in its charter)


|                                                                                               |  |                                                   
|---------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization)                      |  | 33-0731548
(I.R.S. Employer
Identification Number)
|                                                                                              
|1111 E. Katella Avenue, Suite 220,
Orange, California
(Address of principal executive offices) |  | 92867
(Zip Code)                                  

(714) 289-4300

---

(Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES  (X)           NO  (   )

Indicate the number of shares outstanding of each of the issuers classes of
Common Stock, as of the latest practicable date.

Common stock, no par value, 7,141,955 shares as of May 3, 2002





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TABLE OF CONTENTS



|                              |                                                                                               |                                                             |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  |  |  |  |  | 
|SIGNATURES                   
|Part I: FINANCIAL INFORMATION
|                              | Item 1. Condensed Consolidated Financial Statements                                          
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                      
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS              
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY  
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS            
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements       
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Market Risk Disclosures                                 
|Part II: OTHER INFORMATION   
|                              | Item 1.                                                                                      
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                    
|EXHIBIT 10.21                
|EXHIBIT 10.22                
|EXHIBIT 10.23                



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##### Table of Contents



FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2002
TABLE OF CONTENTS

|                               |  |                                                                                                                                 |  |                                                                                       |  |                                                                                                                       |            |   | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- | ---------- | - | 
|                               |  |                                                                                                                                 |  |                                                                                       |  |                                                                                                                       | PageNumber
|                               |  |                                                                                                                                 |  |                                                                                       |  |                                                                                                                       |           
|Part I:  FINANCIAL INFORMATION |  |                                                                                                                                 | 
|                               |  | Item 1.                                                                                                                         |  | Condensed Consolidated Financial Statements                                           |  |                                                                                                                      
|                               |  |                                                                                                                                 |  | A.                                                                                    |  | Condensed Consolidated Balance Sheets as of
March 31, 2002 and December 31, 2001                                      |            | 3 | 
|                               |  |                                                                                                                                 |  | B.                                                                                    |  | Condensed Consolidated Statements of Earnings
for the three-month periods ended March 31, 2002 and 2001               |            | 4
|                               |  |                                                                                                                                 |  | C.                                                                                    |  | Condensed Consolidated Statements of Comprehensive
Earnings for the three-month periods ended March 31, 2002 and 2001 |            | 5 | 
|                               |  |                                                                                                                                 |  | D.                                                                                    |  | Condensed Consolidated Statement of Shareholders
Equity for the three-month period ended March 31, 2002              |            | 6
|                               |  |                                                                                                                                 |  | E.                                                                                    |  | Condensed Consolidated Statements of Cash Flows
for the three-month periods ended March 31, 2002 and 2001             |            | 7 | 
|                               |  |                                                                                                                                 |  | F.                                                                                    |  | Notes to Condensed Consolidated Financial Statements                                                                  |            | 8
|                               |  | Item 2.                                                                                                                         |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations |  | 9                                                                                                                     |           
|                               |  | Item 3.                                                                                                                         |  | Quantitative and Qualitative Market Risk Disclosures                                  |  | 13                                                                                                                   
|Part II:  OTHER INFORMATION    |  |                                                                                                                                 | 
|                               |  | Item 1.                                                                                                                         |  | Legal Proceedings                                                                     |  | 13                                                                                                                   
|                               |  | Items 2, 3, 4, and 5 of Part II have been omitted because they are not
applicable with respect to the current reporting period. |  |                                                                                       | 
|                               |  | Item 6.                                                                                                                         |  | Exhibits and Reports on Form 8-K                                                      |  | 13                                                                                                                   




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AMERICAN NATIONAL FINANCIAL, INC.
(Registrant)

|    |  |                                                                                                                                                     |  |                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|By: |  | /s/   Carl A. Strunk

Carl A. Strunk
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) and Director |  | Date:  May 9, 2002

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Part I:  FINANCIAL INFORMATION




Item 1.  Condensed Consolidated Financial Statements




AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
ASSETS

|                                                                                                                           |                                            |                      |        |             |        |              |        |        |        | 
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------- | ------ | ----------- | ------ | ------------ | ------ | ------ | ------ | 
|                                                                                                                           |                                            |                      |        | March 31,   |        | December 31,
|                                                                                                                           |                                            |                      |        | 2002        |        | 2001        
|                                                                                                                           |                                            |                      |        |             |        |             
|                                                                                                                           |                                            |                      |        | (Unaudited) |        |              |        |       
|Current assets:                                                                                                            |                                            |                      |        |             |        |              |        |       
|Cash and cash equivalents                                                                                                  |                                            | $                    | 12,726 |             |        |              | 9,400  |       
|Short-term investments, at cost, which approximates fair market value                                                      |                                            |                      | 615    |             |        |              | 618    |       
|Accrued investment interest                                                                                                |                                            |                      | 373    |             |        |              | 383    |       
|Trade receivables, net of allowance for doubtful accounts of $2,011 in 2002 and
2001                                       |                                            |                      | 3,579  |             |        |              | 3,803  |       
|Notes receivables  related party, net                                                                                     |                                            |                      | 1,720  |             |        |              | 1,812  |       
|Deferred tax asset                                                                                                         |                                            |                      | 4,725  |             |        |              | 3,737  |       
|Prepaid expenses and other current assets                                                                                  |                                            |                      | 1,642  |             |        |              | 507    |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           |                                            | Total current assets |        |             | 25,380 |              |        |        | 20,260 | 
|Investment securities available for sale, at fair market value                                                             |                                            |                      | 24,869 |             |        |              | 24,721 |       
|Property and equipment, net                                                                                                |                                            |                      | 7,976  |             |        |              | 7,614  |       
|Title plants                                                                                                               |                                            |                      | 4,062  |             |        |              | 2,699  |       
|Deposits with the Insurance Commissioners                                                                                  |                                            |                      | 133    |             |        |              | 133    |       
|Intangibles, net of accumulated amortization of $2,022 in 2002 and 2001                                                    |                                            |                      | 11,226 |             |        |              | 11,226 |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           |                                            | Total assets         |        | $           | 73,646 |              |        | $      | 66,653 | 
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                      
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|Current liabilities:                                                                                                       |                                            |                      |        |             |        |              |        |       
|Accounts payable and other accrued expenses                                                                                |                                            | $                    | 14,533 |             |        | $            | 15,092 |       
|Customer advances                                                                                                          |                                            |                      | 4,582  |             |        |              | 4,802  |       
|Current portion of long-term debt                                                                                          |                                            |                      | 569    |             |        |              | 566    |       
|Current portion of obligations under capital leases with affiliates                                                        |                                            |                      | 105    |             |        |              | 102    |       
|Current portion of obligations under capital leases with non-affiliates                                                    |                                            |                      | 171    |             |        |              | 146    |       
|Reserve for claim losses                                                                                                   |                                            |                      | 2,903  |             |        |              | 2,730  |       
|Income tax payable                                                                                                         |                                            |                      | 4,838  |             |        |              |       |       
|Due to affiliate                                                                                                           |                                            |                      | 2,283  |             |        |              | 2,712  |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           | Total current liabilities                  |                      |        | 29,984      |        |              |        | 26,150 |       
|Long-term debt                                                                                                             |                                            |                      | 2,548  |             |        |              | 2,962  |       
|Obligations under capital leases with affiliates                                                                           |                                            |                      | 694    |             |        |              | 722    |       
|Obligations under capital leases with non-affiliates                                                                       |                                            |                      | 911    |             |        |              | 906    |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           | Total liabilities                          |                      |        | 34,137      |        |              |        | 30,740 |       
|Shareholders equity:                                                                                                      |                                            |                      |        |             |        |              |        |       
|Preferred stock, no par value; authorized 5,000,000 shares; issued and
outstanding, none                                   |                                            |                      |       |             |        |              |       |       
|Common stock, no par value; authorized, 50,000,000 shares; issued and
outstanding, 7,128,004 in 2002 and 7,095,769 in 2001 |                                            |                      |       |             |        |              |       |       
|Additional paid in capital                                                                                                 |                                            |                      | 21,031 |             |        |              | 20,905 |       
|Retained earnings                                                                                                          |                                            |                      | 18,661 |             |        |              | 13,741 |       
|Accumulated other comprehensive income (loss)                                                                              |                                            |                      | (183   | )           |        |              | 1,267  |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           | Total shareholders equity                 |                      |        | 39,509      |        |              |        | 35,913 |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       
|                                                                                                                           | Total liabilities and shareholders equity |                      | $      | 73,646      |        |              | $      | 66,653 |       
|                                                                                                                           |                                            |                      |        |             |        |              |        |       

See accompanying notes to condensed consolidated financial statements

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AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share data)

|                                                                                                                                               |                |   |                    |        |      |   |           |        | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | - | ------------------ | ------ | ---- | - | --------- | ------ | 
|                                                                                                                                               |                |   | Three months ended
|                                                                                                                                               |                |   | March 31,         
|                                                                                                                                               |                |   |                   
|                                                                                                                                               |                |   | 2002               |        | 2001
|                                                                                                                                               |                |   |                    |        |     
|                                                                                                                                               |                |   | (Unaudited)       
|Revenue:                                                                                                                                       |                |   |                    |        |      |   |           |       
|Net title service revenue  related party                                                                                                      |                | $ | 24,130             |        |      | $ | 14,928    |       
|Escrow fees                                                                                                                                    |                |   | 9,688              |        |      |   | 6,841     |       
|Underwriting premiums                                                                                                                          |                |   | 3,367              |        |      |   | 1,519     |       
|Ancillary service fees                                                                                                                         |                |   | 4,963              |        |      |   | 3,896     |       
|Gain on sale/exchange of equity security                                                                                                       |                |   | 2,390              |        |      |   | 1,000     |       
|Investment revenue                                                                                                                             |                |   | 375                |        |      |   | 286       |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|                                                                                                                                               | Total revenues |   |                    | 44,913 |      |   |           | 28,470 | 
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Expense:                                                                                                                                       |                |   |                    |        |      |   |           |       
|Personnel costs                                                                                                                                |                |   | 22,638             |        |      |   | 15,887    |       
|Other operating expenses includes $168,000 and $935,000 with affiliate for the
three-month periods ended March 31, 2002 and 2001, respectively |                |   | 10,139             |        |      |   | 7,002     |       
|Title plant rent and maintenance                                                                                                               |                |   | 1,942              |        |      |   | 1,751     |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|                                                                                                                                               | Total expenses |   |                    | 34,719 |      |   |           | 24,640 | 
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Earnings before income taxes                                                                                                                   |                |   | 10,194             |        |      |   | 3,830     |       
|Income taxes                                                                                                                                   |                |   | 4,383              |        |      |   | 1,570     |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Net earnings                                                                                                                                   |                | $ | 5,811              |        |      | $ | 2,260     |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Basic earnings per share                                                                                                                       |                | $ | .82                |        |      | $ | .28       |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Weighted average shares outstanding, basic basis                                                                                               |                |   | 7,101,575          |        |      |   | 8,204,275 |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Diluted earnings per share                                                                                                                     |                | $ | .72                |        |      | $ | .26       |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Weighted average shares outstanding, diluted basis                                                                                             |                |   | 8,025,828          |        |      |   | 8,620,160 |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Cash dividends per share, actual                                                                                                               |                | $ | .125               |        |      | $ | .10       |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       
|Cash dividends per share after giving retroactive effect
to 10% stock dividend                                                                 |                | $ | .125               |        |      | $ | .09       |       
|                                                                                                                                               |                |   |                    |        |      |   |           |       

See accompanying notes to condensed consolidated financial statements

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AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)

|                                    |                                                                   |   |                    |        |      |   |       |      |  
|----------------------------------- | ----------------------------------------------------------------- | - | ------------------ | ------ | ---- | - | ----- | ---- | -
|                                    |                                                                   |   | Three months ended
|                                    |                                                                   |   | March 31,         
|                                    |                                                                   |   |                   
|                                    |                                                                   |   | 2002               |        | 2001
|                                    |                                                                   |   |                    |        |     
|                                    |                                                                   |   | (Unaudited)       
|Net earnings                        |                                                                   | $ | 5,811              |        |      | $ | 2,260 |     
|Other comprehensive earnings (loss) |                                                                   |   |                    |        |      |   |       |     
|                                    | Unrealized gains (losses) on investment, net(1)                   |   |                    | (88    | )    |   |       | 570  |  
|                                    | Reclassification adjustment for (gains) losses in net earnings(2) |   |                    | (1,362 | )    |   |       | (244 | )
|                                    |                                                                   |   |                    |        |      |   |       |     
|Other comprehensive earnings (loss) |                                                                   |   | (1,450             | )      |      |   | 326   |     
|                                    |                                                                   |   |                    |        |      |   |       |     
|Comprehensive earnings              |                                                                   | $ | 4,361              |        |      | $ | 2,586 |     
|                                    |                                                                   |   |                    |        |      |   |       |     



---

|(1) |  | Net of income taxes (benefit) of ($61) and $336 for the three-months
ended March 31, 2002 and 2001, respectively.     
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Net of income taxes (benefit) of ($1,027) and ($192) for the three-months
ended March 31, 2002 and 2001, respectively.

See accompanying notes to condensed consolidated financial statements

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AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands, except per share data)

|                           |                                                             |  |              |        |            |   |          |   |               |   |                 |     |        |   |        |       |   |   |             |        |   |   |        |        |  
|-------------------------- | ----------------------------------------------------------- |  | ------------ | ------ | ---------- | - | -------- | - | ------------- | - | --------------- | --- | ------ | - | ------ | ----- | - | - | ----------- | ------ | - | - | ------ | ------ | -
|                           |                                                             |  |              |        |            |   |          |   |               |   |                 |     |        |   |        |       |   |   | Accumulated |        |   |   |       
|                           |                                                             |  | Common Stock |        | Additional |   |          |   |               |   | Other           |     | Total 
|                           |                                                             |  |              |        | Paid In    |   | Retained |   | Comprehensive |   | Shareholders'  
|                           |                                                             |  | Shares       |        | Amount     |   | Capital  |   | Earnings      |   | (Loss) Earnings |     | Equity
|                           |                                                             |  |              |        |            |   |          |   |               |   |                 |     |       
|Balance, December 31, 2001 |                                                             |  | 7,095,769    |        |            | $ |         |   |               | $ | 20,905          |     |        | $ | 13,741 |       |   | $ | 1,267       |        |   | $ | 35,913 |       
|                           | Exercise
of stock options, including
associated tax benefit |  |              | 32,235 |            |   |          |  |               |   |                 | 126 |        |   |        |      |   |   |             |       |   |   |        | 126    |  
|                           | Unrealized loss on investment
securities available for sale |  |              |       |            |   |          |  |               |   |                 |    |        |   |        |      |   |   |             | (1,450 | ) |   |        | (1,450 | )
|                           | Dividend ($0.125 per share)                                 |  |              |       |            |   |          |  |               |   |                 |    |        |   |        | (891  | ) |   |             |       |   |   |        | (891   | )
|                           | Net earnings                                                |  |              |       |            |   |          |  |               |   |                 |    |        |   |        | 5,811 |   |   |             |       |   |   |        | 5,811  |  
|                           |                                                             |  |              |        |            |   |          |   |               |   |                 |     |        |   |        |       |   |   |             |        |   |   |        |       
|Balance, March 31, 2002    |                                                             |  | 7,128,004    |        |            | $ |         |   |               | $ | 21,031          |     |        | $ | 18,661 |       |   | $ | (183        | )      |   | $ | 39,509 |       
|                           |                                                             |  |              |        |            |   |          |   |               |   |                 |     |        |   |        |       |   |   |             |        |   |   |        |       

See accompanying notes to condensed consolidated financial statements

6



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AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |        |       |        |  
|-------------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------- | ------ | ------------------ | ------ | ------ | ------ | ----- | ------ | -
|                                                   |                                                                                 |                                                             |                                                     |        | Three months ended
|                                                   |                                                                                 |                                                             |                                                     |        | March 31,         
|                                                   |                                                                                 |                                                             |                                                     |        |                   
|                                                   |                                                                                 |                                                             |                                                     |        | 2002               |        | 2001  
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |       
|Cash flows from operating activities:              |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Net earnings                                       |                                                                                 | $                                                           | 5,811                                               |        |                    | $      | 2,260  |       
|                                                   | Adjustments to reconcile net earnings to cash provided by operating activities: |                                                             |                                                     |        |                    |        |        |        |      
|                                                   | Depreciation and amortization                                                   |                                                             |                                                     | 570    |                    |        |        | 686    |      
|                                                   | Gain on sale/exchange of investments                                            |                                                             |                                                     | (2,390 | )                  |        |        | (1,000 | )    
|                                                   | Loss on sale of property and equipment                                          |                                                             |                                                     | 2      |                    |        |        | 10     |      
|                                                   | Changes in:                                                                     |                                                             |                                                     |        |                    |        |        |        |      
|                                                   |                                                                                 | Accounts receivables, net                                   |                                                     |        | 224                |        |        |        | (595  | )     
|                                                   |                                                                                 | Interest receivable                                         |                                                     |        | 10                 |        |        |        | (30   | )     
|                                                   |                                                                                 | Tax benefit associated with the exercise of stock options   |                                                     |        | 22                 |        |        |        |      |       
|                                                   |                                                                                 | Prepaid expenses and other assets                           |                                                     |        | (1,134             | )      |        |        | (57   | )     
|                                                   |                                                                                 | Income taxes receivable (payable) and deferred income taxes |                                                     |        | 3,850              |        |        |        | 1,500 |       
|                                                   |                                                                                 | Accounts payable and other accrued expenses                 |                                                     |        | (563               | )      |        |        | 404   |       
|                                                   |                                                                                 | Net increase in reserve for claim losses                    |                                                     |        | 173                |        |        |        | 60    |       
|                                                   |                                                                                 | Provision for losses on notes receivable                    |                                                     |        | 74                 |        |        |        |      |       
|                                                   |                                                                                 | Due to affiliates                                           |                                                     |        | (429               | )      |        |        | (93   | )     
|                                                   |                                                                                 | Customer advances                                           |                                                     |        | (220               | )      |        |        | 668   |       
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   |                                                                                 |                                                             | Net cash provided by operating activities           |        |                    | 6,000  |        |        |       | 3,813  |  
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Cash flow from investing activities:               |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   | Proceeds from sale of investment securities                                     |                                                             |                                                     | 1,596  |                    |        |        | 1,792  |      
|                                                   | Proceeds from short term investments                                            |                                                             |                                                     | 3      |                    |        |        |       |      
|                                                   | Collections of notes receivable                                                 |                                                             |                                                     | 31     |                    |        |        | 184    |      
|                                                   | Additions to property and equipment                                             |                                                             |                                                     | (934   | )                  |        |        | (861   | )    
|                                                   | Additions to notes receivable                                                   |                                                             |                                                     | (13    | )                  |        |        | (131   | )    
|                                                   | Purchase of investment securities available for sale                            |                                                             |                                                     | (805   | )                  |        |        |       |      
|                                                   | Purchase of short term investments                                              |                                                             |                                                     |       |                    |        |        | (100   | )    
|                                                   | Purchase of title plants                                                        |                                                             |                                                     | (1,363 | )                  |        |        |       |      
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   |                                                                                 |                                                             | Net cash provided by (used in) investing activities |        |                    | (1,485 | )      |        |       | 884    |  
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Cash flows from financing activities:              |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   | Repayment of long-term debt                                                     |                                                             |                                                     | (411   | )                  |        |        | (408   | )    
|                                                   | Payments of capital lease obligations                                           |                                                             |                                                     | (61    | )                  |        |        | (61    | )    
|                                                   | Exercise of stock options                                                       |                                                             |                                                     | 104    |                    |        |        |       |      
|                                                   | Additions to capital lease obligations                                          |                                                             |                                                     | 66     |                    |        |        |       |      
|                                                   | Proceeds from issuance of common stock                                          |                                                             |                                                     |       |                    |        |        | 247    |      
|                                                   | Dividends paid                                                                  |                                                             |                                                     | (887   | )                  |        |        | (753   | )    
|                                                   | Purchase of treasury stock                                                      |                                                             |                                                     |       |                    |        |        | (983   | )    
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   |                                                                                 |                                                             | Net cash used in financing activities               |        |                    | (1,189 | )      |        |       | (1,958 | )
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Increase in cash and cash equivalents              |                                                                                 |                                                             | 3,326                                               |        |                    |        | 2,739  |       
|Cash and cash equivalents at the beginning of year |                                                                                 |                                                             | 9,400                                               |        |                    |        | 9,450  |       
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Cash and cash equivalents at end of year           |                                                                                 | $                                                           | 12,726                                              |        |                    | $      | 12,189 |       
|                                                   |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|Supplemental disclosure of cash flow information:  |                                                                                 |                                                             |                                                     |        |                    |        |        |       
|                                                   | Cash paid during the year:                                                      |                                                             |                                                     |        |                    |        |        |        |      
|                                                   |                                                                                 | Interest                                                    |                                                     | $      | 80                 |        |        | $      | 118   |       
|                                                   |                                                                                 | Income taxes                                                |                                                     |        |                   |        |        |        | 286   |       
|                                                   | Non-cash investing activities:                                                  |                                                             |                                                     |        |                    |        |        |        |      
|                                                   |                                                                                 | Dividend declared and unpaid                                |                                                     | $      | 885                |        |        | $      | 744   |       

See accompanying notes to condensed consolidated financial statements

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Notes to Condensed Consolidated Financial Statements

Note A  Basis of Financial Statements

The financial information included in this report includes the accounts of
American National Financial, Inc. and its subsidiaries (collectively, the
Company) and has been prepared in accordance with accounting principals
generally accepted in the United States of America and the instructions to Form
10-Q and Article 10 of Regulation S-X. All adjustments, consisting of normal
recurring accruals considered necessary for a fair presentation have been
included. This report should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended December 31, 2001.

Certain reclassifications have been made to the 2001 Consolidated Financial
Statements to conform to classifications used in 2002.

Note B  Cash Dividend

On March 13, 2002, our Board of Directors declared a quarterly cash dividend of
$.125 per share, paid on April 8, 2002, to stockholders of record on March 25,
2002.

Note C  Department of Insurance

In June 2001, auditors from the State of California Department of Insurance
commenced a market conduct examination of American Title Company (ATC).
Similar examinations have been or are being conducted at virtually all
companies in the title insurance business. The examination is not yet
completed. We are unable to determine if an unfavorable
outcome is either probable or remote, however, management does not believe that
any outcome will have a material effect on our financial statements.

NOTE D  Earnings Per Share

The Company presents basic earnings per share representing net earnings
divided by the weighted average shares outstanding (excluding all common stock
equivalents), and diluted earnings per share, representing the dilutive
effect of all common stock equivalents. The following table illustrates the
computation of basic and diluted earnings per share.

|                                                                        |  |                       |       |      |  |   |       | 
|----------------------------------------------------------------------- |  | --------------------- | ----- | ---- |  | - | ----- | 
|                                                                        |  | Three months ended   
|                                                                        |  | March 31,            
|                                                                        |  |                      
|                                                                        |  | 2002                  |       | 2001
|                                                                        |  |                       |       |     
|                                                                        |  | (In thousands, except
|                                                                        |  | per share data)      
|Net earnings, basic and diluted basis                                   |  | $                     | 5,811 |      |  | $ | 2,260 | 
|                                                                        |  |                       |       |      |  |   |       | 
|Weighted average shares outstanding during the period, basic basis      |  |                       | 7,102 |      |  |   | 8,204 | 
|Plus: Common stock equivalent shares assumed from
conversion of options |  |                       | 924   |      |  |   | 416   | 
|                                                                        |  |                       |       |      |  |   |       | 
|Weighted average shares outstanding during the period, diluted basis    |  |                       | 8,026 |      |  |   | 8,620 | 
|                                                                        |  |                       |       |      |  |   |       | 
|Basic earnings per share                                                |  | $                     | .82   |      |  | $ | .28   | 
|                                                                        |  |                       |       |      |  |   |       | 
|Diluted earnings per share                                              |  | $                     | .72   |      |  | $ | .26   | 
|                                                                        |  |                       |       |      |  |   |       | 

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NOTE E  Share and Per Share Restatement

On May 24, 2001, our Board of Directors declared a 10% stock dividend to
shareholders of record as of June 7, 2001, payable on June 21, 2001. The fair
value of the additional shares of common stock issued in connection with the
stock dividend was credited to additional paid in capital and a like amount was
charged to retained earnings.

All data with respect to earnings per share, dividends per share and share
information, including price per share where applicable, in the Condensed
Consolidated Financial Statements has been retroactively adjusted to reflect
the stock dividend.

NOTE F  Recent Accounting Pronouncement

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (SFAS No.
141) and Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets (SFAS No. 142). SFAS No. 141 requires that all
business combinations be accounted for under the purchase method. The
statement further requires separate recognition of intangible assets that meet
one of two criteria. The statement applies to all business combinations
initiated after June 30, 2001.

SFAS No. 142 requires an intangible asset that is acquired to be initially
recognized and measured based on its fair value. The statement also provides
that goodwill should not be amortized, but shall be tested for impairment
annually, or more frequently if circumstances indicate potential impairment,
through a comparison of fair value to its carrying amount. Existing goodwill
was amortized through December 31, 2001, after which time amortization ceased.
We performed a transitional goodwill impairment test in accordance with SFAS
No. 142 and there was no impairment of goodwill. Excluding
amortization expense of $140,000, net earnings,
basic earnings per share and diluted earnings per share would have been $2.4 million, $0.29, $0.28, respectfully, for the three months
ended March 31, 2001.

In October 2001, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment of
Long-Lived Assets (SFAS No. 144) which address financial accounting and
reporting for the impairment or disposal of long-lived assets. While SFAS No.
144 supercedes Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, it retains many of the fundamental provisions of that statement.
SFAS No. 144 does not have a material impact on our financial statement or
results of operations.




Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations

Factors That May Affect Operating Results

The information contained in this report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Companys expectations, hopes,
intentions or strategies regarding the future.

Forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. It is important to note that our actual
results could differ materially from those in such forward-looking statements.
The reader should consult the risk factors listed from time to time and other
information disclosed in our reports on Forms 10-K and filings under the
Securities Act of 1933, as amended.

The following discussion provides information to help understand and assess
significant changes and trends related to our financial condition and results
of operations. You should read this discussion and analysis in conjunction
with the consolidated financial statements and the notes thereto.

9



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Overview

Our revenues include net title service revenue, escrow fees, underwriting
premiums, ancillary service fees, gain on sale/exchange of equities securities
and investment income. Our operations generate escrow fees from holding and
disbursing funds and documents in connection with the closing of real estate
transactions. Escrow fees generally fluctuate in a pattern consistent with the
fluctuation in net title service revenue. We also provide title insurance
services through direct operations and through independent title insurance
agents utilizing our underwriter, National Title Insurance of New York, Inc.
(National). Our ancillary services complement title and escrow services. In
addition, many of our real estate related services are counter-cyclical to our
title insurance and escrow services.

Net title service revenue and escrow fee revenues are recognized as income at
the time the underlying real estate transaction closes. Expenses directly
related to the title and escrow process are recognized as they are incurred,
throughout the duration of the transaction. As a result, our recognition of
revenue lags approximately 45-90 days behind the recognition of the
corresponding expenses. Other fees and revenue are generally recognized as
income at the time the underlying transaction closes; however, certain other
fees and revenue are recognized as income over the period during which the
service is provided. These factors may result in fluctuations in gross
margins. Net title service revenues consist of gross title insurance premiums
less an 11% underwriting fees paid to the underwriter.

Investment income consists of revenues received from our investment portfolio
in addition to the gain and or exchange of equities securities.

While the number of orders that are closed affects our revenue, personnel costs
are the largest component of our expenses. Since personnel costs are relatively
fixed over the short term, in a rapidly declining market, reductions in the
number of orders can adversely affect margins. Gross margins are also affected
by the relative numbers of orders that relate to refinancing transactions as
compared to those relating to real estate sale transactions.

The average fee per file and corresponding gross margins are higher for real
estate sale and resale transactions than refinance transactions for three
principal reasons: (i) a larger percentage of sale and resale orders close as
compared to refinance orders, (ii) typically two policies are issued in a
resale transaction (one each to the buyer and lender) whereas only one is
issued in a refinance transaction, (iii) the base rate charged on sale and
resale transactions is typically higher than that charged on refinance
transactions. Title insurance premiums are calculated with regard to the
purchase price of the property or the amount of the related mortgage, average
fees per file will also increase during periods in which real estate prices and
corresponding mortgage loans are increasing.

Results of Operations

Revenue

The following table presents information regarding the components of our
revenue:

|                                             |               |   |                                                          |        |      |   |        |        | 
|-------------------------------------------- | ------------- | - | -------------------------------------------------------- | ------ | ---- | - | ------ | ------ | 
|                                             |               |   | Three months ended                                      
|                                             |               |   | March 31,                                               
|                                             |               |   |                                                         
|                                             |               |   | 2002                                                     |        | 2001
|                                             |               |   |                                                          |        |     
|                                             |               |   | (Dollars in thousands other thanorders and fee per file)
|Gross title premiums                         |               | $ | 30,469                                                   |        |      | $ | 18,297 |       
|                                             |               |   |                                                          |        |      |   |        |       
|Net title service revenue-related party      |               | $ | 24,130                                                   |        |      | $ | 14,928 |       
|Escrow fees                                  |               |   | 9,688                                                    |        |      |   | 6,841  |       
|Underwriting premiums                        |               |   | 3,367                                                    |        |      |   | 1,519  |       
|Ancillary service fees                       |               |   | 4,963                                                    |        |      |   | 3,896  |       
|Gain on sale/exchange of equities securities |               |   | 2,390                                                    |        |      |   | 1,000  |       
|Investment income                            |               |   | 375                                                      |        |      |   | 286    |       
|                                             |               |   |                                                          |        |      |   |        |       
|                                             | Total revenue |   | $                                                        | 44,913 |      |   | $      | 28,470 | 
|                                             |               |   |                                                          |        |      |   |        |       
|Orders closed                                |               |   | 37,400                                                   |        |      |   | 26,200 |       
|Average fee per file                         |               | $ | 1,164                                                    |        |      | $ | 1,017  |       

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Total Revenue.Total revenue increased 57.8% to $44.9 million from $28.5
million in comparable 2001 period. This is primarily the result of our
strength in our title, escrow and ancillary services, which were positively
impacted by favorable market conditions, especially the favorable real estate
market caused in part by reduced interest rates and increased money supply.

Net Title Service Revenue  related party.Net title service revenue increased
$9.2 million, or 61.6% to $24.1 million from $14.9 million for the comparable
2001 period. The increase in net title service revenue in 2002 was indicative
of the favorable market conditions existing in that period. The average fee
per file increased to $1,164 compared with $1,017 in comparable 2001 period.
The fee per file fluctuation is consistent in the percentage mix of title
orders closing in a sale and resale market to the previous refinance lower fee
per file business. The time lag between orders opened and orders
closed can vary from 45 to 90 days. Although orders opened in the
three-months ended March 31, 2002 were lower than the comparable
2001 period, the orders closed in the comparable periods were higher
due to market conditions and refinance activity. Gross title premiums were $30.5 million and $18.3 million
for the three-months ended March 31, 2002 and 2001, respectively.

The following table depicts title and escrow orders opened and closed for the
first quarter of 2002 and 2001.

|              |  |        |        |        |  |  |        | 
|------------- |  | ------ | ------ | ------ |  |  | ------ | 
|              |  | Orders |        | Orders
|Quarter       |  | Opened |        | Closed
|              |  |        |        |       
|January 2002  |  |        | 15,300 |        |  |  | 12,600 | 
|February 2002 |  |        | 14,100 |        |  |  | 11,900 | 
|March 2002    |  |        | 14,300 |        |  |  | 12,900 | 
|             
|January 2001  |  |        | 19,100 |        |  |  | 6,900  | 
|February 2001 |  |        | 20,000 |        |  |  | 8,200  | 
|March 2001    |  |        | 20,400 |        |  |  | 11,100 | 

Escrow Fees.Revenues from escrow fees increased $2.9 million or 41.6% to $9.7
million in 2002 from $6.8 million in the comparable 2001 period. Escrow fees
are primarily related to title insurance activity generated by our direct
operations. The increase in 2002, is primarily the result of the current
market conditions relating to resale and refinance activity largely fueled by
relatively consistent interest rates.

Underwriting Premiums.Revenues from underwriting premiums increased $1.9
million, or 121.7% to $3.4 million from $1.5 million for the comparable 2001
period. In 2002 the increase in underwriting premiums was indicative to the expansion of our
underwriter through direct subsidiaries and agency relationships.

Ancillary Service Fees.Ancillary service fees increased $1.1 million, or
27.4% to $5.0 million from $3.9 million in the comparable 2001 period. The
steady increase in ancillary service fees is primarily the result of increases
in revenue from our exchange intermediary services, documents research
services, notary signing services, property management and appraisal services.
Our real estate related services are counter-cyclical to our title insurance
and escrow services. Our strategy is to strengthen the ancillary service
businesses through acquisitions and we continue to evaluate opportunities to
expand our ancillary subsidiaries through our core title and escrow business
and our national presence.

Gain On Sale/Exchange of Equities Securities. Gain on sale/exchange of
equities securities in the period ended March 31, 2002 arose from our receiving
322,318 shares of CKE Restaurants (CKE) common stock for the remaining
656,453 shares of Santa Barbara Restaurant Groups, Inc. (SBRG) which we
owned. SBRG and CKE concluded a merger in March 2002. The CKE stock price on
the closing date was $9.45 per share. In accordance with APB Opinion 29,
Accounting for Nonmonetary Transactions, even though the shares received were
not sold, a realized gain of $2.4 million was required to be recorded. The
$1.0 million gain in 2001 is the result of a sale of a large block of SBRG
common stock at the then current market price.

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Investment Income. Investment income is primarily a function of security
markets, interest rates and the amount of cash available for investment.
Investment income increased $89,000 or 31.1% to $375,000, compared with
$286,000 for the comparable 2001 period. Although average invested assets
increased slightly in 2002 compared to 2001, the yield increased primarily due
to a shift in our fixed income portfolio to higher yielding instruments in 2002
as compared to investments in interest bearing accounts and certificates of
deposit in 2001.

Expenses

The following table presents the components of the our expenses:

|                                 |                |   |                        |        |      |   |        |        | 
|-------------------------------- | -------------- | - | ---------------------- | ------ | ---- | - | ------ | ------ | 
|                                 |                |   | March 31,             
|                                 |                |   |                       
|                                 |                |   | 2002                   |        | 2001
|                                 |                |   |                        |        |     
|                                 |                |   | (Dollars in thousands)
|Personnel costs                  |                | $ | 22,638                 |        |      | $ | 15,887 |       
|Other operating expenses         |                |   | 10,139                 |        |      |   | 7,002  |       
|Title plant rent and maintenance |                |   | 1,942                  |        |      |   | 1,751  |       
|                                 |                |   |                        |        |      |   |        |       
|                                 | Total expenses |   | $                      | 34,719 |      |   | $      | 24,640 | 
|                                 |                |   |                        |        |      |   |        |       

Our principal costs include personnel costs, other operating expenses and title
plant rent and maintenance. Personnel costs include both base salaries and
commission expense paid to employees and are the most significant operating
expense incurred. These expenses fluctuate with the level or orders opened and
closed and the mix of revenue.

Other operating expenses consist of facilities expenses, postage and courier
services, computer services, professional services, advertising expense,
general insurance, trade and note receivable allowances, depreciation expense
and interest expense.

Title plant rent and maintenance costs consist of payments to access title
plants and the costs of updating these plants. Title plant rent and
maintenance costs include daily update expenses that are dependent on the
volume of real estate transaction activity and a rental charge that is based on
actual usage.

Personnel Costs.Personnel costs totaled $22.6 million and $15.9 million for
the three-months ended March 31, 2002 and 2001, respectively. Personnel costs,
as a percentage of total revenue, exclusive of investment income and gain on
sale/exchange of equities securities, decreased to 53.7% for the three months
ended March 31, 2002 compared with 58.4% for the corresponding period in 2001.
The decrease in personnel expenses is the result of our ability to handle
increased refinance activity without a significant increase in staffing. We
continue to take significant measures to maintain appropriate personnel levels
and costs relative to the volume and mix of business and revenues. We continue
to monitor the prevailing market conditions and will attempt to respond as
necessary.

Other Operating Expenses.Other operating expenses totaled $10.1 million and
$7.0 million three-months ended March 31, 2002 and 2001, respectively. Other
operating expenses, as a percentage of total revenue, exclusive of investment
income and gain on sale/exchange of equities securities, decreased to 24.1% for
the three months ended March 31, 2002 compared with 25.8% for the corresponding
period in 2001. The decrease percentage in other operating expenses is attributable to
our aggressive cost control programs in order to maintain operating expenses
consistent with levels of revenues; however, certain fixed costs are incurred
regardless of revenue levels, resulting in fluctuations year over
year. In addition, expenses paid to affiliates declined due to the
implementation of our own benefit programs. We
continuously review and evaluate operating expenses relative to existing and
projected market conditions.

Title Plant Rent and Maintenance Expense.Title plant and maintenance expenses
totaled $1.9 million and $1.8 million three months ended March 31, 2002 and
2001, respectively. Title plant and maintenance expenses, as a percentage of
total revenue, exclusive of investment income and gain on sale/exchange of
equities securities, decreased to 4.6% for the three months ended March 31,
2002, compared with 6.4% for the corresponding 2001 period. The percentage
decrease for the three-month ended March 31, 2002 in plant expense is primarily
a result of various contract negotiations within several counties in
California, Arizona and Nevada. The agreements negotiated during 2001 resulted
in significant cost reductions for us.

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Income Taxes.Income taxes for the three months ended March 31, 2002 and 2001,
as a percentage of earnings, were 43.0% and 41.0%, respectively. The
fluctuations with income taxes as a percentage of earnings, is attributable to
the effect of state income taxes on our wholly-owned underwritten title company
and our ancillary service companies; the change in the amount and the
characteristics of net income, operating income versus investment income; and
the tax treatment of certain items.

Liquidity and Capital Resources

Cash Flows.Our current cash requirements include debt service, debt relating
to capital leases, personnel and other operating expenses, taxes and dividends
on common stock. We believe that all anticipated cash requirements for current
operations will be met from internally generated funds and through cash
received from our subsidiaries. Our cash requirements include expenses relating
to the development and expansion of Nationals business. We presently have in
place much of the infrastructure (principally consisting of personnel) that
will be used for this development.

Two significant sources of our funds are dividends and distributions from our
subsidiaries. As a holding company, we receive cash from our subsidiaries in
the form of dividends and as reimbursement for operating and other
administrative expenses we incur. These reimbursements are executed within the
guidelines of various management agreements among us and our subsidiaries. Our
insurance subsidiary is restricted by state regulations in their ability to pay
dividends and make distributions. Our underwritten title company and our
ancillary companies collect premiums and fees and pay underwriting fees and
operating expenses. These companies are restricted only to the extent of
maintaining minimum levels of working capital and net worth, but are not
restricted by state regulations or banking authorities in their ability to pay
dividends and make distributions.

Purchases.In February 2002 we entered into an agreement with Clark County
Title Services, Inc. to gain access to the Clark County a Nevada title plant, at a
purchase price of $1.3 million paid in cash.




| |  |         |  |                                                     
| |  | ------- |  | ----------------------------------------------------
| |  | Item 3. |  | Quantitative and Qualitative Market Risk Disclosures

There have been no material changes in the market risk described in our annual
report on Form 10-K for the year ended December 31, 2001.




Part II:  OTHER INFORMATION




| |  |         |  |                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Item 1. |  | In the ordinary course of business, we are involved in
various pending and threatened litigation matters related to our
operations, some of which include claims for punitive or exemplary
damages. We believe that no actions depart from customary
litigation incidental to our business and that the resolution of all
such litigation will not have a material adverse effect on the
Company.




| |  |         |  |                                  
| |  | ------- |  | ---------------------------------
| |  | Item 6. |  | Exhibits and Reports on Form 8-K.

(a)  Exhibits:

| |       |  |                                                                                                                      
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------
| | 10.21 |  | Employment Agreement by and between American National
Financial, Inc. and Michael C. Lowther, as of January 1, 2002. 
|
| | 10.22 |  | Employment Agreement by and between American National
Financial, Inc. and Wayne D. Diaz, as of January 1, 2002.      
|
| | 10.23 |  | Employment Agreement by and between American National
Financial, Inc. and Barbara A. Ferguson, as of January 1, 2002.

(b)  Reports on Form 8-K:

None.

13