EXHIBIT 3.1
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                               AMENDMENT TO BYLAWS

     Article V of the bylaws of The First American Corporation is hereby amended
by deleting Section 1 in its entirety and substituting the following Section
therefor:

     "Section 1. OFFICERS. The officers of the corporation shall be a chief
executive officer, a president, a secretary, and a chief financial officer. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, a chief operating officer, one or more vice presidents,
one or more assistant secretaries, a treasurer, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article V. Any number of offices may be held by
the same person."

     Article V of the bylaws of The First American Corporation is hereby amended
by deleting Section 6 in its entirety and substituting the following Sections
therefor:

     "Section 6(a). CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such powers and duties as may be from time to
time assigned to him by the board of directors or prescribed by these bylaws. If
there is no chief executive officer, the chairman of the board shall, in
addition be the chief executive officer of the corporation and shall have the
powers and duties prescribed in Section 6(b) of this Article V.

     Section 6(b). CHIEF EXECUTIVE OFFICER. Subject to the supervisory powers,
if any, as may be given by the board of directors to the chairman of the board,
if there be such an officer, the chief executive officer shall be general
manager of the corporation and shall, subject to the control of the board of
directors have general supervision, direction, and control of the business and
the officers of the corporation. The chief executive officer shall preside at
all meetings of the shareholders and, in the absence or nonexistence of a
chairman of the board, at all meetings of the board of directors. The chief
executive officer shall have the general powers and duties of management usually
vested in the office of chief executive officer of a corporation, and shall have
such other powers and duties as may be prescribed by the board of directors or
these bylaws."

     Article V of the bylaws of The First American Corporation is hereby amended
by deleting Section 7 in its entirety and substituting the following Sections
therefor:

     "Section 7(a). PRESIDENT. Subject to the supervisory powers, if any, as may
be given by the board of directors to the chief executive officer, if there be
such an officer, and subject to Section 6(b) of Article V of these bylaws, the
president shall have the general powers and duties of management usually vested
in the office of president of a corporation, and shall have such other powers
and duties as may be prescribed by the board of directors or these bylaws. In
the absence or nonexistence of a chairman of the board and/or a chief executive
officer, the president shall preside at all meetings of the shareholders and the
board of directors.

     Section 7(b). CHIEF OPERATING OFFICER. Subject to the supervisory powers,
if any, as may be given by the board of directors to the chief executive
officer, if there be such an officer, the chief operating officer shall have the
general powers and duties of management usually vested in the office of chief
operating officer of a corporation, and shall have such other powers and duties
as may be prescribed by the board of directors or these bylaws."