Exhibit 3.31

[SEAL]		FILED
	Office of the Secretary of State	In the Office of the
	Corporations Section	Secretary of State of Texas
	P.O. Box 13697	FEB 04 2000
	Austin, Texas 78711-3697	Corporations Section

CERTIFICATE OF LIMITED PARTNERSHIP

1. The name of the limited partnership is Kimball Cove Limited Partnership

2. The street address of its proposed registered office in Texas is (a P.O. Box is not sufficient)

8584 Katy Freeway, Suite 200

Houston, TX 77024

and the name of its proposed registered agent in Texas at such address is

Rebecca Freitag

3. The address of the principal office in the United States where records of the partnership are to be kept or made available is

8584 Katy Freeway, Suite 200, Houston, TX 77024

4. The name, the mailing address, and the street address of the business or residence of each general partner is as follows:

NAME	MAILING ADDRESS (include city, state, zip code)	STREET ADDRESS (include city, state, zip code)
Kimball Hill Homes Texas, Inc.	8584 Katy Freeway, Suite 200
	Houston, TX 77024

			Kimball Hill Homes, Texas, Inc., a
Date Signed:	February 2, 2000			Texas corporation as General Partner


		By:		/s/ Hal H. Barber
				Hal H. Barber

Reports Unit	[SEAL]	Roger Williams
P.O. Box 12028		Secretary of State
Austin, Texas 78711-2028

Office of the Secretary of State

September 01, 2005

Rebecca Freitag
KIMBALL COVE LIMITED PARTNERSHIP
8584 KATY FRWY, STE 200
Houston, TX 77024

Periodic Report – First Notification Letter

Re: KIMBALL COVE LIMITED PARTNERSHIP
Filing Number: 13102310

Dear Registered Agent:

Article 6132a, Section 13.05 of the Texas Revised Limited Partnership Act, requires a limited partnership to file a periodic report with the Secretary of State not more than once every four years. You are hereby notified that the above referenced limited partnership is required to file the periodic report at this time. This periodic report should be completed and submitted to the Secretary of State for filing within thirty (30) days of this notice. Failure to file the periodic report when due will result, after notice, in the forfeiture of the limited partnership’s right to transact business in the state of Texas and could ultimately result, after notice, in the cancellation of the certificate of a domestic limited partnership or the registration of a foreign limited partnership.

One copy of the required periodic report is enclosed, along with instructions for completing the report. Make any necessary changes to the preprinted information by typing or printing the new information in the area provided. Submit the periodic report, along with the required filing fee that is shown on the attached report, to the mailing address on the report form. Please make a copy of this report prior to mailing and retain for the limited partnership’s records.

For your convenience, forms promulgated by the Secretary of State are available on the agency web site at: http://www.sos.state.tx.us/corp/forms.shtml.

If you have any questions, please contact the Reports Unit at 512-475-2705.

Sincerely,
Reports Unit
Business and Public Filings Division

Enclosure

Phone: 512-475-2705		Come visit us on the Internet @ http://www.sos.state.tx.us/ Fax: 512-463-1425		Dial: 7-1-1 for Relay Services

	FILED
	In the Office of the
	Secretary of State of Texas

	SEP 26 2005

	Corporations Section

Reports Unit	[SEAL]	Roger Williams
P.O Box 12028		Secretary of State
Austin, Texas 78711-2028

Office of the Secretary of State

PERIODIC REPORT - LIMITED PARTNERSHIP

Filing Number: 13102310	Page 1 of 1
Filing Fee: $50.00

1. The limited partnership name is:

KIMBALL COVE LIMITED PARTNERSHIP

2 It is organized under the laws of. (set forth state or foreign country)

Texas

3 The name of the registered agent is.

Rebecca Freitag

(Make changes here)

4 The registered office address, which is identical to the business office address of the registered agent in Texas, is:

8584 KATY FRWY, STE 200
Houston, TX 77024

(Make changes here-use street or building address; see Instructions)

5. The address of the principal office in the United States where the records are to be kept or made available under Article 6132a, Section 1.07 of the Texas Revised Limited Partnership Act is:

8584 KATY FRWY, STE 200

Houston, TX 77024

(Make changes here).

6. The names and addresses of all general partners of the limited partnership are:

(If additional space is needed, include the information as an attachment to this form.)

Name		Address		City/State/Zip
KIMBALL HILL HOMES TEXAS, INC.		8584 KATY FRWY, STE 200		Houston, TX 77024

Execution:

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudlent instrument

Date:	September 19, 2005	/s/ Bradley R. Grining	(Controller)
		Signed on behalf of the limited partnership

		Kimball Hill Homes Texas, Inc.
		By (general partner)

Phone 512-475-2705

Come visit us on the Internet @ http //www.sos.state.tx.us/
Fax: 512-463-1425

Dial 7-1-1 for Relay Services

[SEAL]

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
(Form 401)

Filed in the Office of the
Secretary of State of Texas
Filing #: 13102310 10/14/2005
Document #: 106035030002
Image Generated Electronically
for Web Filing

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is:
	KIMBALL COVE LIMITED PARTNERSHIP
	The file number issued to the entity by the Secretary of State is 13102310.

2.	The entity is: (Check one)

o		A business corporation, professional corporation, or professional association, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o		A non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o		A limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

ý		A limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o		A foreign limited liability partnership, which has authorized the changes indicated below, as provided by the Texas Revised Partnership Act.

o		An out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas Secretary of State is:
	8584 KATY FRWY, STE 200, Houston, TX, USA 77024

4.	ý	A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
		350 North St. Paul Street, Dallas, TX, USA 75201

B. The registered office address will not change.

The name of the registered agent as PRESENTLY shown in the records of the Texas Secretary of State is: Rebecca Freitag.

A. The name of the NEW registered agent is: CT Corporation System.

B. The registered agent will not change.

7.	Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

8.	ý A. This document will become effective when the document is filed by the Secretary of State.
	o B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the Secretary of State. The delayed effective date is:

	By:	David K. Hill
	(A person authorized to sign on behalf of the entity)

FILING OFFICE COPY