Exhibit 3.39(b)

FIRST AMENDMENT TO THE
OPERATING AGREEMENT OF
LGI HOMES – TENNESSEE, LLC

Pursuant to Section 12.7 of the Operating Agreement of LGI HOMES – TENNESSEE, LLC, a Texas limited liability company (the "Company"), entered into effective July 1, 2015 (the "Original Agreement"), the undersigned, being the sole Member of the Company, hereby amends the Original Agreement as follows:

1. Amendment to Section 3.2.  The third sentence of Section 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

"LGI Homes Group, LLC, a Texas limited liability company, is the Manager of the Company."

2. The second sentence in Section 3.3 of the Original Agreement, as well as Sections 3.3(a), (b), (c) and (d) of the Original Agreement, are hereby deleted in their entirety.

3. Remaining Provisions Unchanged. Except as amended by this First Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect.

4. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Original Agreement.

5. Governing Law.    THIS FIRST  AMENDMENT  SHALL  BE  GOVERNED  BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO PRINCIPALS OF CONFLICTS OF LAWS.

6. Severability. If any provision of this First Amendment or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of the Original Agreement, as amended by this First Amendment, shall not be affected and shall be enforceable to the fullest extent permitted by applicable law.

DATED AND EFFECTIVE as of this 3 day of June, 2016.

SOLE MEMBER:

LGI HOMES GROUP, LLC
By:	/s/  Eric T Lipar
	Eric T Lipar, Manager