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                                                                     EXHIBIT 3.4

                    RESOLUTIONS OF THE BOARD OF DIRECTORS OF
                        FIDELITY NATIONAL FINANCIAL, INC.

                              AMENDMENT TO BY LAWS

                                 APRIL 24, 2001

     WHEREAS, there has been submitted to and considered by the Board of
Directors of the Company amendments to Article II, Section 7 and Article III,
Section 2(c) of the Company's Bylaws, as amended and restated, with respect to
the procedures and timeframes by which stockholders may properly bring matters
before an annual meeting of stockholders and the procedures and timeframes by
which stockholders may propose nominees for election to the Board of Directors
of the Company (the "Bylaw Amendments");

     WHEREAS, the Bylaw Amendments are set forth in full in Exhibit G attached
hereto; and

     WHEREAS, it is deemed to be in the best interests of this Company and its
stockholders that the Bylaw Amendments be approved and adopted by the Board of
Directors of the Company;

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to Article VII, Section 6 of
the Bylaws, the Bylaw Amendment be, and in all respects hereby is, approved and
adopted.

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                                    EXHIBIT G

Article II, Section 7

Section 7: Notification of Business to be Transacted at Meeting.

(a) At any meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before such meeting. To be brought properly
before an annual meeting of stockholders, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors or the chairman of the meeting, or
(iii) otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be received no less
than one hundred twenty (120) days prior to the anniversary of the mailing of
the preceding year's proxy statement for the annual meeting of stockholders;
provided, however, that in the event that the date of the annual meeting is
advanced by more than thirty days or delayed by more than sixty days from such
anniversary, to be timely notice by the stockholder must be received not earlier
than the ninetieth day prior to such annual meeting of stockholders and not
later than the close of business on the later of (i) the sixtieth day prior to
such annual meeting or (ii) the tenth day following the date on which notice of
the date of the annual meeting was mailed or public disclosure thereof was made,
whichever first occurs. Each such notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting of stockholders: (i) a
brief description of the business desired to be brought before the annual
meeting of stockholders and the reasons for conducting such business at such
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class, series, and number
of shares of the Corporation that are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder or any affiliate of the
stockholder in such business. The stockholder also shall comply with all
applicable requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations thereunder with respect to the matters set
forth in this Section 7.

(b) To be properly brought before a special meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors or (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors or the
chairman of the meeting. No other business may be brought before a special
meeting by stockholders.

(c) No business shall be conducted at any meeting of the stockholders except in
accordance with the procedures set forth in this Section 7. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this Section 7, and if he or she should so determine, any such
business not properly brought before the meeting shall not be transacted.
Nothing herein shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act or any successor provision.

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Article III, Section 2(c):

(c) Nomination of Directors. Subject to the rights of holders of any class or
    series of stock having a preference over the Common Stock as to dividends or
    upon liquidation, dissolution or winding up of the Corporation, nominations
    for the election of directors shall be made by a nominating committee of the
    Board of Directors if then constituted pursuant to these Bylaws, or if no
    nominating committee has been constituted, by the Board of Directors. In
    addition, any stockholder entitled to vote in the election of directors
    generally may nominate one or more persons for election as directors at an
    annual meeting of stockholders, but only if written notice of such
    stockholder's intent to make such nomination or nominations has been
    received by the Secretary of the Corporation not less one hundred twenty
    (120) days prior to the anniversary of the mailing of the preceding year's
    proxy statement for the annual meeting of stockholders. In the event that
    the date of the annual meeting of stockholders is advanced by more than
    thirty days or delayed by more than sixty days from such anniversary, to be
    timely notice by the stockholder must be received by the Secretary of the
    Corporation not earlier than the ninetieth day prior to such annual meeting
    and not later than the close of business on the later of (i) the sixtieth
    day prior to such annual meeting or (ii) the tenth day following the day on
    which notice of the date of the annual meeting was mailed or public
    disclosure thereof was made by the Corporation, whichever first occurs. Each
    such notice by a stockholder shall set forth: (i) the name and address of
    the stockholder who intends to make the nomination and of the person or
    persons to be nominated; (ii) a representation that the stockholder is a
    holder of record of stock of the Corporation entitled to vote at such
    meeting and intends to appear in person or by proxy at a meeting to nominate
    the person or persons specified in the notice; (iii) a description of all
    arrangements or understandings between the stockholder or any person that
    directly or indirectly through one or more intermediaries controls, or is
    controlled by, or is under common control with, such stockholder (an
    "affiliate" of such stockholder) and each nominee and any other person or
    persons (naming such person or persons) relating to the nomination or
    nominations; (iv) the class and number of shares of the Corporation that are
    beneficially owned by such stockholder and the person to be nominated as of
    the date of such stockholder's notice and by any other stockholders known by
    such stockholder to be supporting such nominees as of the date of such
    stockholder's notice; (v) such other information regarding each nominee
    proposed by such stockholder as would be required to be included in a proxy
    statement filed pursuant to the proxy rules of the Securities and Exchange
    Commission; and (vi) the written consent of each nominee to serve as a
    director of the Corporation if so elected. The stockholder also shall comply
    with all applicable requirements of the Exchange Act, and the rules and
    regulations thereunder, with respect to the matters set forth in this
    Section 2(c).

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     In addition, in the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors, any stockholder
generally entitled to vote in the election of directors may nominate one or more
persons for election as directors at a special meeting only if written notice of
such stockholder's intent to make such nomination or nominations, setting forth
the information and complying with the form described in the immediately
preceding paragraph, has been received by the Secretary of the Corporation not
earlier than the ninetieth day prior to such special meeting and not later than
the close of business on the later of (i) the sixtieth day prior to such special
meeting or (ii) the tenth day following the day on which notice of the date of
the special meeting was mailed or public disclosure thereof was made by the
Corporation, whichever comes first. The stockholder also shall comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 2(c).

     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
2(c). The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 2(c), and if he or she should so
determine, the defective nomination shall be disregarded.