EXHIBIT (10)(m)
                                                        Composite Conformed Copy


                                AMENDMENT NO. 1
                                      TO
                   THE FIRST AMERICAN FINANCIAL CORPORATION
                          1997 DIRECTORS' STOCK PLAN


     This Amendment No. 1 to The First American Financial Corporation 1997
Directors' Stock Plan (the "Plan") was adopted by the board of directors of The
First American Financial Corporation (the "Company") on February 26, 1998, and
is effective as of January 1, 1998.

     Section 5.1 of the Plan is amended to read in full as follows:

     "Grants of Options. The Committee may, if it so determines, grant Options
     to Non-Employee Directors, provided that, (a) if any of Options is so made,
                                --------                                        
     such Option shall (i) be granted to all individual who are Non-Employee
     Directors at the time of such grant and (ii) contain identical terms
     (including, without limitation, the number of shares of Stock that may be
     purchased pursuant thereto), and (b) the number of shares of Stock that may
     be purchased pursuant to the Options granted to any Non-Employee Director
     under this Plan shall not exceed 2,250 shares during any twelve consecutive
     month period. Notwithstanding any other provision of this Plan, no Option
     shall be granted hereunder unless sufficient shares of Stock are available
     under Section 7."

     Section 7.1 of the Plan is amended to read in full as follows:

     "Number.  Subject to the provisions of Section 7.3, the number of shares of
     Stock subject to Options under Section 5.1 of the Plan and issued in lieu
     of cash compensation under Section 6 of the Plan may not exceed 600,000
     shares.  The shares to be delivered under the Plan may consist, in whole or
     in part, of treasury Stock or authorized but unissued Stock, not reserved
     for any other purpose."

     IN WITNESS WHEREOF, the Company's duly authorized officers have executed
this amendment at Santa Ana, California, on February 26, 1998.


                         THE FIRST AMERICAN FINANCIAL CORPORATION



                         By:      /s/ Parker S. Kennedy
                             ------------------------------------
                                  Parker S. Kennedy, President



                         By:      /s/ Mark R Arnesen
                             ------------------------------------
                                  Mark R Arnesen, Secretary