SECOND AMENDMENT TO THE

                                                                 EXHIBIT 10.25.2

                             SECOND AMENDMENT TO THE

                       REVOLVING LINE OF CREDIT AGREEMENT

This SECOND AMENDMENT ("Amendment") is dated as of January __, 2003, 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, as amended, ("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 "COMMITMENT AMOUNT" shall mean $150,000,000.

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

      3.    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


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Xxxx Xxxxxxxx, President                    Xxx X. Xxxxxxxx,
                                            Senior Executive Vice President,
                                            Chief Financial Officer and
                                            Chief Operating Officer