Exhibit 3.61

	Mail to: Secretary of State	For office use only                            031
	Corporations Section
	1560 Broadway, Suite 200
	Denver, CO 80202
	(303) 894-2251
	Fax (303) 894-2242
MUST BE TYPED FILING FEE: $50.00 MUST SUBMIT TWO COPIES
Please include a typed	ARTICLES OF ORGANIZATION
self-addressed envelope

I/We the undersigned natural person(s) of the age of eighteen years or more, acting as organizer(s) of a limited liability company under the Colorado Limited Liability Company Act, adopt the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is: Tower 104 Oil, LLC
SECOND:	Principal place of business (if known): 300 West Plaza Drive, Suite 300, Highlands Ranch, Colorado 80129
THIRD:	The street address of the initial registered office of the limited liability company is: 300 West Plaza Drive. Suite 300, Highlands Ranch, Colorado 80129
	The mailing address (if different from above) of the initial registered office of the limited liability company is:
	The name of its proposed registered agent in Colorado at that address is: Jeffrey H. Donelson
FOURTH:	x  The management is vested in managers (check if appropriate)
FIFTH:	The names and business addresses of the initial manager or managers or if the management is vested in the members, rather than managers, the names and addresses of the member or members are:
	NAME J. F. Shea Co., Inc. a Nevada corporation	ADDRESS (include zip codes) 300 West Plaza Drive, Suite 300 Highlands Ranch, Colorado 80219
SIXTH:	The name and address of each organizer is:
	NAME Dennett L. Hutchinson	ADDRESS (include zip code) 303 East Seventeenth Avenue, Suite 805 Denver, Colorado 80203

Signed		Signed
	Organizer		Organizer

CHANGE OF R.O.R.A AMENDMENT TO THE ARTICLES OF ORGANIZATION FOR A COLORADO LIMITED LIABILITY COMPANY AND STATEMENT OF CHANGE OF REGISTERED OFFICE

NCGS

Pursuant to the provisions of the Colorado Limited Liability Company Act, TOWER 104 OIL, LLC, a Colorado limited liability company (the “Company”), whose current principal place of business is 300 West Plaza Drive, Suite 300, Highlands Ranch, Colorado 80129, hereby amends the Articles of Organization for the Company to correct certain erroneous statements in the Articles of Organization, and also submits the following statements for the purpose of changing its registered office in the State of Colorado, as follows:

FIRST: The address of the PRINCIPAL PLACE OF BUSINESS of the Company is hereby changed to: 9135 South Ridgeline Boulevard, Suite 100, Highlands Ranch, Colorado 80129.

SECOND: The name and address of the INITIAL MANAGER of the Company is hereby changed to:

NAME	ADDRESS
Shea Homes Limited Partnership, a	9135 South Ridgeline Boulevard
California limited partnership d/b/a	Suite 100
Shea Homes	Highlands Ranch, Colorado 80129

THIRD: The street address of the REGISTERED OFFICE of the Company, which currently is 300 West Plaza Drive, Suite 300, Highlands Ranch, Colorado 80129, is hereby changed to the following new address: 9135 South Ridgeline Boulevard, Suite 100, Highlands Ranch, Colorado 80129.

The name of the initial registered agent of the Company in Colorado at such new address set forth above shall continue to be Jeffrey H. Donelson.

SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership d/b/a Shea Homes, as Manager of TOWER 104 OIL, LLC, a Colorado limited liability company
By:	J. F. SHEA, CO., INC., a Nevada corporation, its general partner
	By:
	Name:	Jeffrey D. Willis
	Title:	Assistant Secretary
	By:
	Name:	Jeffrey H. Donelson
	Title:	Assistant Secretary

DLH\Public\SheaBH\BHmin\AmAOOil-verl	- 1 -	COMPUTER UPDATE COMPLETE
October 23, 2001		MW