Toll SC III S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 3.128

	State of California             Secretary of State
LIMITED LIABILITY COMPANY CERTIFICATE OF AMENDMENT
A $30.00 filing fee must accompany this form.
IMPORTANT – Read instructions before completing this form.		This Space For Filing Use Only

1.      SECRETARY OF STATE FILE NUMBER	2.    NAME OF LIMITED LIABILITY COMPANY
201035510103	Toll CA Note I LLC

3.      COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY.

A.      LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY,” “LTD. LIABILITY CO.” OR THE ABBREVIATIONS “LLC” OR “L.L.C.”)

Toll CA I LLC

B.      THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE):

¨       ONE MANAGER

¨      MORE THAN ONE MANAGER

¨      ALL LIMITED LIABILITY COMPANY MEMBER(S)

C.      AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION:

D.      OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION.

4.      FUTURE EFFECTIVE DATE, IF ANY:

MONTH DAY YEAR

5.      NUMBER OF PAGES ATTACHED, IF ANY:

6.      IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

		May 10, 2011
	SIGNATURE OF AUTHORIZED PERSON	DATE
	Zvi Barzilay, Manager
	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
7.      RETURN TO:

NAME

FIRM

ADDRESS

CITY/STATE

ZIP CODE

SEC/STATE FORM LLC-2 (Rev. 03/2005) – FILING FEE $30.00 APPROVED BY SECRETARY OF STATE