FIRST AMENDMENT

                                       TO

                             20th CENTURY INDUSTRIES

                             1995 STOCK OPTION PLAN



     The 1995 Stock Option Plan (the "Plan") of 20th Century Industries, a
California corporation (the "Company") is hereby amended in the following
respects:

1.   Paragraph (e) of Section 3 of the Plan is amended and restated to read as
follows:

     (e)  Notwithstanding any other provision of this Plan, no Employee shall be
     granted Awards in excess of 100,000 shares of Common Stock, subject to
     adjustment pursuant to Section 8 hereof, during any one calendar year.

2.   Paragraph (a) of Section 4 of the Plan is amended and restated to read as
follows:

     (a)  Each year, on the day of the annual meeting of shareholders of the
     Company (or any adjournment thereof) at which directors of the Company are
     elected (the "Date of Grant"), each Nonemployee Director shall
     automatically be granted an option (a "Nonemployee Director Option") to
     purchase 4,000 Common Shares.  Each Nonemployee Director shall
     automatically be granted a Nonemployee Director Option to purchase 4,000
     Common Shares upon appointment to the Board of Directors.  In no event
     shall a Nonemployee Director be granted options for more than 4,000 Common
     Shares per calendar year.

3.   Paragraphs (a) and (b) of Section 5 of the Plan are amended and restated to
read as follows.

     (a)  The aggregate number of Common Shares that may be issued pursuant to
     all Incentive Stock Options granted under this Plan shall not exceed
     3,600,000, subject to adjustment as provided in Section 8 hereof.

     (b)  At any time, the aggregate number of Common Shares issued and issuable
     pursuant to all Awards (including Incentive Stock Options) and Nonemployee
     Director Options granted under this Plan shall not exceed 4,000,000,
     subject to adjustment as provided in Section 8 hereof.


                                  EXHIBIT 4.2



4.   In all other respects the 1995 Stock Option Plan, as amended, is hereby
ratified, confirmed and approved.

5.   This First Amendment shall be effective upon approval, directly or
indirectly, by the affirmative votes of the holders of a majority of the Common
Shares of the Company present, or represented, and entitled to vote at a meeting
duly held in accordance with the laws of the State of California, or by written
consent of a majority of the outstanding Common Shares.