EXHIBIT 10.24.1

                             FIRST AMENDMENT TO THE

                       REVOLVING LINE OF CREDIT AGREEMENT

This FIRST AMENDMENT ("Amendment") is dated as of November 7, 2002, by and
between WFS RECEIVABLES CORPORTION 3, a California corporation (the "Borrower"),
and WESTERN FINANCIAL BANK a federal savings bank (the "Bank"), and amends the
REVOLVING LINE OF CREDIT AGREEMENT ("Agreement") entered into by the parties on
August 8, 2002 with reference to the following:

                                    RECITALS

A.      The Agreement is being amended as follows:

                                    AGREEMENT

        In consideration of the mutual promises set forth herein, and in
reliance upon the recitals set forth above, the parties agree as follows:

        1.      CERTAIN DEFINITIONS

                The definition of "BORROWING CERTIFICATE" is hereby added to the
                Agreement and shall read as follows:

                "BORROWING CERTIFICATE" shall mean a borrowing request executed
                by the Borrower in substantially the form attached hereto as
                Exhibit A or such other form as may be acceptable to the Bank in
                its sole and absolute discretion.

        2.      The definition of "COMMITMENT AMOUNT" shall mean $75,000,000.

        3.      A new Section 4.2 will be added to the Agreement:

                4.2     BORROWING CERTIFICATE. The Borrower shall have timely
                        delivered to the Bank, in accordance with Section 2.2
                        hereof, a Borrowing Certificate duly completed and
                        executed by the Borrower.

        4.      The original sections 4.2 through 4.5 shall be deemed renumbered
                4.3 through 4.6.

        5.      Except as specifically amended herein, all terms of the
                Agreement shall remain in full force and effect.

        6.      Capitalized terms not defined herein shall have the meanings set
                forth in the Agreement.





Wherefore, the undersigned have executed this Amendment on the date set forth
below to be effective as of the date first set forth above.


WFS RECEIVABLES CORPORATION 3            WESTERN FINANCIAL BANK


John Coluccio, President                 Lee A. Whatcott,
                                         Senior Executive Vice President,
                                         Chief Financial Officer and
                                         Chief Operating Officer