**Exhibit3.110(b)**

**THIRDAMENDMENT TORIVER OAKS REALTY LIMITED PARTNERSHIP AGREEMENT**

ThisTHIRD AMENDMENT TO RIVER OAKS REALTY LIMITED PARTNERSHIP AGREEMENT is made asof June 30, 2006, between KIMBALL HILL HOMES HOUSTON INVESTMENTS, L.L.C. (“HoustonInvestments”), an Illinois limited liability company, and KIMBALL HILL HOMESHOUSTON OPERATIONS, L.L.C. (“Houston Operations”), a Texas limited liabilitycompany.

HoustonOperations, as General Partner, and Houston Investments, as Limited Partner,entered into the River Oaks Realty Limited Partnership Agreement effective asof May 1, 2003.  Subsequently, HoustonOperations and Houston Investments entered into the certain First Amendment toRiver Oaks Realty Limited Partnership Agreement effective as of May 20, 2004and the Second Amendment to River Oaks Realty Limited Partnership Agreementeffective December 13, 2005.

HoustonInvestments (hereinafter called the “Limited Partner”) and Houston Operations(hereinafter called the “General Partner”) wish to further amend the River OaksRealty Limited Partnership Agreement as provided hereinafter.

NOW,THEREFORE, the General Partner and the Limited Partner hereby amend ArticleVIII of the River Oaks Realty Limited Partnership Agreement by deleting ArticleVIII in its entirety and replacing it with the following new Article VIII:

**ARTICLE VIIIMANAGEMENT AND INDEMNIFICATION**

**Section 8.1            Authorityof General Partner**

The General Partner shallhave sole authority to manage the business and affairs of the Partnership,which authority shall be delegated as provided in this Agreement.  Subject to the limitations in this Agreement,the General Partner shall have the authority to take any action it deems to benecessary or appropriate in connection with the business and affairs of thePartnership, including without limitation the power and authority to:

8.1.1        acquire by purchase, lease, orotherwise, any real or personal property, tangible or intangible and to dealwith, purchase, sell, mortgage, transfer, assign or otherwise dispose of anyand all of the assets of the Partnership;

8.1.2        construct, operate, maintain, finance,and improve, and to own, sell, convey, assign, mortgage, or lease any realestate and any personal property;

8.1.3        sell, dispose, trade, or exchangePartnership assets in the ordinary course of the Partnership’s business;

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8.1.4        enter into agreements and contracts andto give receipts, releases, and discharges;

8.1.5        purchase liability and other insuranceto protect the Partnership’s properties and business;

8.1.6        execute or modify leases with respect toany part or all of the assets of the Partnership;

8.1.7        prepay, in whole or in part, refinance,amend, mod­ify, or extend any mortgages, trust deeds or security agreementswhich may affect any asset of the Partnership and in connection therewith toexe­cute for and on behalf of the Partnership any extensions, renewals, ormodifications of such mortgages, trust deeds or security agreements;

8.1.8        execute any and all other instrumentsand docu­ments which may be necessary or in the opinion of the General Partnerdesirable to carry out the intent and purpose of this Agreement, including, butnot limited to, documents whose operation and effect extend beyond the term ofthe Partnership;

8.1.9        make any and all expenditures which theGeneral Partner, in its sole discretion, or in the discretion of the parties towhom the General Partner has delegated the authority to act for the Partnershipas provided for above, deems necessary or appropriate in connection with themanagement of the affairs of the Partnership and the carrying out of itsobligations and responsibilities under this Agreement, including, withoutlimitation, all legal, accounting and other related expenses incurred inconnection with the organization and financing and operation of thePartnership;

8.1.10      enter into any kind of activity necessaryto, in con­nection with, or incidental to, the accomplishment of the purposesof the Partnership;

8.1.11      invest and reinvest Partnership reservesin short-term instruments or money market funds;

8.1.12      take any and all other action which ispermitted under law or which is customary or reasonably related to theoperation, management or conducting of the business or affairs of thePartnership, subject to the limitations expressly stated in this Agreement; andthe enumeration of powers in this Agreement shall not limit the general orimplied powers of the General Partner or any additional powers provided by law;

8.1.13      take any and all action required toguarantee the indebtedness of Kimball Hill, Inc and/or its subsidiaries; and

8.1.14      delegate any or all of its authority andpowers as manager of the Partnership to the Management Committee.

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**Section 8.2            Establishmentof Management Committee**

The General Partnerhereby establishes a committee (the “Management Committee”) and delegates tothe Management Committee the General Partner’s full power and authority torepresent the Partnership, to act in the name of the Partnership and to managethe business of the Partnership, including without limitation the powers andauthorities set forth in Section 8.1 of this Agreement.  Further, the General Partner herebyauthorizes the Management Committee to delegate its powers and authorities tothe officers or other managers of the Partnership.  In addition, the officers of the Partnershipdescribed in Section 8.5 shall have the powers and authorities set forththerein.  The officers of the Partnershipshall conduct the business operations and activities of the Partnership in amanner consistent with the policies adopted from time to time by the ManagementCommittee.

**Section 8.3            Compositionof Management Committee**

The Management Committee shall consist of threepersons (“Management Committee Members”), who shall be appointed from time totime by the General Partner.  The GeneralPartner hereby appoints David K. Hill, Eugene K. Rowehl and Hal H. Barber asthe Management Committee Members, effective as of the date of this ThirdAmendment.  Each Management CommitteeMember shall hold office until his successor shall have been appointed by theGeneral Partner.  Management CommitteeMembers need not be residents of the state in which the Partnership isorganized.  Any vacancy occurring in theManagement Committee shall be filled by the General Partner.  The Management Committee from time to timeshall appoint officers of the Company to act for and on behalf of the Company.

**Section 8.4            Meetingsof Management Committee**

The Management Committeeshall meet at such times and places as a majority of the Management CommitteeMembers may designate from time to time. Notice of any meeting shall be given at least five days previous theretoby written notice mailed or telefaxed to each Management Committee Member athis business address, unless the giving of such notice is waived by suchManagement Committee Member.  Theattendance of a Management Committee Member at any meeting shall constitute awaiver of notice of such meeting.  Neitherthe business to be transacted at, nor the purpose of, any meeting of the ManagementCommittee need be specified in the notice or waiver of notice of such meeting.

**Section 8.5            Quorum**

A majority of theManagement Committee shall constitute a quorum for transaction of business atany meeting of the Management Committee. The act of the majority of the Management Committee Members present at ameeting at which a quorum is present shall be the act of the ManagementCommittee.  Any action which may be takenat a meeting of the Management Committee may be taken without a meeting if a

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written consent, setting forth the action so taken,shall be signed by all the Management Committee Members.  Any written consent signed by all theManagement Committee Members shall have the same effect as a unanimous vote,and may be stated as such in any document reflecting action taken by theManagement Committee.

**Section 8.6            Officersof the Partnership**

The officers of the Partnership shall be a chairmanand chief executive officer, one or more vice chairmen, a president, one ormore vice-presidents, a chief financial officer, a treasurer, a secretary, oneor more assistant treasurers and assistant secretaries, and such other officersas may be elected or appointed from time to time by the ManagementCommittee.  Any two or more offices maybe held by the same person.  Each officershall hold office until his successor shall have been duly elected or until hisdeath or until he shall resign or shall have been removed by the ManagementCommittee.  Election of an officer shallnot of itself create contract rights. Each officer shall have the power and authority, in his sole discretion,to delegate any and all of his duties and responsibilities as an officer of thePartnership.

(a)           Chairmanand Chief Executive Officer.  Subjectto the direction and control of the Management Committee, the chairman andchief executive officer shall be the chief executive officer of the Partnershipand shall have the following general duties and responsibilities:  be in charge of the business of thePartnership: see that the resolutions and directions of the ManagementCommittee are carried into effect except in those instances in which thatresponsibility is specifically assigned to some other person by the ManagementCommittee; and, in general, discharge all duties incident to the office ofchairman and such other duties as may be prescribed by the Management Committeefrom time to time.  The chairman shallpreside at all meetings of the Management Committee.  Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of thePartnership or a different mode of execution is expressly prescribed by theManagement Committee, the chairman may execute for the Partnership anycontracts, deeds, mortgages, bonds, or other instruments which the ManagementCommittee has authorized to be executed.

(b)           ViceChairmen.  The vice chairman (or vicechairmen) shall assist the chairman in the discharge of his duties as thechairman may direct and shall perform such other duties as from time to time maybe assigned to him by the chairman or by the Management Committee.  Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of thePartnership or a different mode of execution is expressly prescribed by theManagement Committee, each vice chairman may execute for the Partnership anycontracts, deeds, mortgages, bonds or other instruments which the ManagementCommittee has authorized to be executed.

(c)           President.  The president shall assist the chairman inthe discharge of the chairman’s duties as the chairman may direct and shallperform such other duties as from time to time may be assigned to him by thechairman or by the Management Committee. In the absence of the chairman or in the event of his inability orrefusal to act, the

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president shall perform the duties of the chairman,and when so acting, shall have all the powers of the chairman.  Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of thePartnership or a different mode of execution is expressly prescribed by theManagement Committee, the president may execute for the Partnership anycontracts, deeds, mortgages, bonds or other instruments which the ManagementCommittee has authorized to be executed.

(d)           VicePresidents.  Each of thevice-presidents shall assist the president in the discharge of the president’sduties as the president may direct and shall perform such other duties as fromtime to time may be assigned to him by the chairman, the president or theManagement Committee.  In the absence ofthe president or in the event of his inability or refusal to act, thevice-presidents in the order of seniority of tenure as vice-president shallperform the duties of the president, and when so acting, shall have all thepowers of the president.  Except in thoseinstances in which the authority to execute is expressly delegated to anotherofficer or agent of the Partnership or a different mode of execution isexpressly prescribed by the Management Committee, each of the vice-presidentsmay execute for the Partnership any contracts, deeds, mortgages, bonds or otherinstruments which the Management Committee has authorized to be executed.

(e)           ChiefFinancial Officer.  The chieffinancial officer shall be the principal financial and accounting officer ofthe Partnership.  He shall have charge ofand be responsible for the maintenance of adequate books of account for thePartnership, have charge and custody of all funds and securities of thePartnership and be responsible for the receipt and disbursement thereof, andperform all the duties incident to the office of chief financial officer andsuch other duties as from time to time may be assigned to him by the chairmanor the Management Committee.

(f)            Treasurer.  The treasurer shall be responsible for thePartnership’s cash management systems and procedures and the Partnership’sbanking and finance relationships with lenders and investors, and shall performall the duties incident to the office of treasurer and such other duties asfrom time to time may be assigned to him by the chairman or the ManagementCommittee.

(g)           Secretary.  The secretary shall record the minutes ofManagement Committee meetings or actions taken by unanimous consent of theManagement Committee, be custodian of the Partnership’s records, sign with thechairman or the president or a vice-president or any other officer authorizedby the Management Committee any contracts, deeds, mortgages, bonds or otherinstruments which the Management Committee has authorized to be executed,except when a different mode of execution is expressly prescribed by theManagement Committee, and perform all duties incident to the office ofsecretary and such other duties as from time to time may be assigned to him bythe chairman, the president or the Management Committee.

(h)           AssistantTreasurers.  The assistant treasurersshall perform such duties as shall be assigned to them by the chief financialofficer, the treasurer, the chairman, the president or the ManagementCommittee.

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(i)            AssistantSecretaries.  The assistantsecretaries shall perform such duties as shall be assigned to them by thesecretary, the chairman, the president or the Management Committee.

IN WITNESS WHEREOF, the undersigned have executed thisThird Amendment to Limited Partnership Agreement of River Oaks Realty LimitedPartnership as of the date first above written.
|   | GENERAL PARTNER:                                |
|--------|-------------------------------------------------|
|   |                                            |
|   | KIMBALL HILL  HOMES HOUSTON OPERATIONS, L.L.C.  |
|   | a Texas limited  liability company              |
|   |                                            |
|   |                                            |
|   | By:                                             | /s/     David K. Hill |   |
|   |                                            | David K. Hill |
|   |                                            | Manager |
|   |                                            |
|   |                                            |
|   | LIMITED PARTNER:                                |
|   |                                            |
|   | KIMBALL HILL  HOMES HOUSTON INVESTMENTS, L.L.C. |
|   | an Illinois  limited liability company          |
|   |                                            |
|   |                                            |
|   | By:                                             | /s/     David K. Hill |   |
|   |                                            | David K. Hill |
|   |                                            | Manager |

 

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