Exhibit 3.2(ac)

          FORM OF AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                      LAKE LOUISE COVES LIMITED PARTNERSHIP

     Amendment No. 1 ("Amendment") to Agreement of Limited Partnership of Lake
Louise Coves Limited Partnership dated May 6, 1998.

                                    RECITALS

     A. Ashton Woods, L.L.C., as General Partner, and Bruce Nevada, Inc., Elly
Nevada, Inc., Harry Nevada, Inc., Haydn Nevada, Inc., Larry Nevada, Inc., Norman
Nevada, Inc. and Seymour Nevada, Inc., as Limited Partners (collectively, the
"Partners"), entered into an Agreement of Limited Partnership (the "Partnership
Agreement") dated as of March __, 1998.

     B. The Partners desire to amend the Partnership Agreement to change the
name of the partnership to Isleworth West Limited Partnership.

                                    AGREEMENT

     1. The definition of "Agreement" or "Partnership Agreement" in Article 1 of
the Partnership Agreement is deleted in its entirety and replaced with the
following language:

          "Agreement" or "Partnership Agreement" means this Agreement of Limited
          Partnership of Isleworth West Limited Partnership, as amended from
          time to time.

     2. The definition of "Partnership" in Article 1 of the Partnership
Agreement is deleted in its entirety and replaced with the following language:

          "Partnership" means Isleworth West Limited Partnership, a Florida
          limited partnership.

     3. The first sentence of Section 2.02 of the Partnership is deleted in its
entirety and replaced with the following language:

          2.02 Name. The name of the Partnership shall be Isleworth West Limited
          Partnership.

     4. In all other respects, the Partnership Agreement remains in full force
and effect.

     5. This Amendment may be executed in any number of counterparts with the
same effect as if all parties had signed the same document. All counterparts
shall be construed together and shall constitute one Amendment.

     IN WITNESS WHEREOF the parties have executed this Amendment effective as of
the date first written above.

                                        GENERAL PARTNER

                                        Ashton Woods Florida L.L.C.


                                        By:
                                            ------------------------------------
                                            Bruce Freeman, Manager


                                        LIMITED PARTNERS

                                        Bruce Nevada, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Elly Neveda, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Harry Neveda, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Haydn Nevada, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Larry Neveda, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        2

                                        Norman Nevada, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Seymour Nevada, Inc.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


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