Exhibit 3.2(k) FIRST AMENDMENT TO REGULATIONS OF ASHTON WOODS FLORIDA L.L.C. THIS FIRST AMENDMENT TO REGULATIONS OF ASHTON WOODS FLORIDA L.L.C. (this "Amendment") is made and entered into by and among ELLY NEVADA, INC., a Nevada corporation ("Elly...

                                                                  Exhibit 3.2(k)

                        FIRST AMENDMENT TO REGULATIONS OF
                           XXXXXX XXXXX FLORIDA L.L.C.

     THIS FIRST AMENDMENT TO REGULATIONS OF XXXXXX XXXXX FLORIDA L.L.C. (this
"Amendment") is made and entered into by and among ELLY NEVADA, INC., a Nevada
corporation ("Elly NV"), XXXXXX NEVADA, INC., a Nevada corporation ("Xxxxxx
NV"), and XXXXXX XXXXX USA L.L.C., a Nevada limited lability company ("Ashton
USA").

                                    RECITALS:

     A. Elly NV and Xxxxxx NV have heretofore entered into Amended and Restated
Regulations of Xxxxxx Xxxxx Florida L.L.C. (the "Regulations") dated as of
February 6, 1997, creating Xxxxxx Xxxxx Florida L.L.C., a Nevada limited
liability company (the "Company").

     B. As permitted by the Regulations, Elly NV and Xxxxxx NV transferred all
of their right, title, and interest in and to the Company to Ashton USA.

     C. The parties hereto desire to amend the Regulations to reflect the
transfers described above and provide for the admission of Ashton USA as the
sole member of the Company.

     D. Capitalized terms, not specifically defined in this Amendment, shall
have the meanings given such terms in the Regulations.

     NOW, THEREFORE, for and in consideration of the premises and the respective
agreements set forth herein, the parties hereto agree as follows:

     1. The transfers described in Recital B above are hereby approved.

     2. Ashton USA is hereby admitted as a Member of the Company and the parties
hereto recognize that Elly NV and Xxxxxx NV have withdrawn as Members of the
Company. The only Member of the Company is Ashton USA.

     3. The Sharing Ratios and funding commitments of the Members set forth on
Exhibit "A" to the Regulations shall be as follows:



                           Sharing Ratio and
         Member           Funding Commitment
         ------           ------------------
                       
Xxxxxx Xxxxx USA L.L.C.          100%


     4. Any and all notices, demands, requests, or other communications
permitted or required to be given to Ashton USA pursuant to the Regulations
shall be delivered to Ashton USA in the manner provided in the Regulations, at
the following address:

          000 Xxxxxxx Xxxx
          Xxx Xxxxx, Xxxxxxx X0X 0X0 Xxxxxx

     5. By execution of this Amendment, Ashton USA agrees to be bound by the
terms and provisions of the Regulations, as amended hereby.

     6. Except as amended hereby, the terms and provisions of the Regulations
shall remain unchanged and shall continue in full force and effect.

     EXECUTED as of May 31, 1999.

                                        MEMBER:

                                        ASHTON WOOOS USA L.L.C.,
                                        a Nevada limited liability company


                                        By: /s/ Xxxxx Xxxxxxx
                                            ------------------------------------
                                            Xxxxx Xxxxxxx - Managing Member


                                        By: /s/ Xxxxxxx Xxxxx
                                            ------------------------------------
                                            Xxxxxxx Xxxxx - Managing Member


                                        By: /s/ Xxxxx Xxxxxxxxx
                                            ------------------------------------
                                            Xxxxx Xxxxxxxxx-Managing Member


                                        WITHDRAWING MEMBERS:

                                        ELLY NEVADA, INC.,
                                        a Nevada corporation


                                        By: /s/ Xxxx Xxxxxxx
                                            ------------------------------------
                                            Xxxx Xxxxxxx, President


                                        XXXXXX NEVADA, INC.,
                                        a Nevada corporation


                                        By: /s/ Xxxxxx Xxxxxxx
                                            ------------------------------------
                                            Xxxxxx Xxxxxxx, President


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