BY-LAWS

                                       OF

                                     KB HOME

                     (amended and restated January 17, 2001)



                                    * * * * *



                                    ARTICLE I

                                     OFFICES





               Section 1. Registered Office. The registered office shall be in

County of Kent, State of Delaware.



               Section 2. Other Offices. The Corporation may also have offices

at such other places both within and without the State of Delaware as the Board

of Directors may from time to time determine or the business of the Corporation

may require.



               Section 3. The books of the Corporation may be kept within or

without the State of Delaware as the Board of Directors may from time to time

determine or the business of the Corporation may require.





                                   ARTICLE II

                             MEETING OF STOCKHOLDERS





               Section 1. Time and Place of Meetings. All meetings of

stockholders shall be held at such place, either within or without the State of

Delaware, on such date and at such time as may be determined from time to time

by the Board of Directors (or the Chairman in the absence of a designation by

the Board of Directors).



               Section 2. Annual Meeting. Annual meetings of stockholders, shall

be held to elect such members of the Board of Directors necessary to fill any

expired terms or vacancies and to transact such other business as may properly

be brought before the meeting.



               Section 3. Special Meetings. Special meetings of stockholders may

be called by the Board of Directors or the Chairman of the Board. The power of

the Stockholders to request a special meeting of the Stockholders is expressly

denied.



               Section 4. Notice of Meetings and Adjourned Meetings: Waivers of

Notice. (a) whenever stockholders are required or permitted to take any action

at a meeting, a written notice of the meeting shall be given which shall state

the place, date and hour of the meeting,





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and, in the case of a special meeting, the purpose or purposes for which the

meeting is called. Unless otherwise provided by the General Corporation Law of

the State of Delaware ("Delaware Law"), such notice shall be given not less than

10 nor more than 60 days before the date of the meeting to each stockholder of

record entitled to vote at such meeting. Unless these by-laws otherwise require

when a meeting is adjourned to another time or place (whether or not a quorum is

present), notice need not be given of the adjourned meeting if the time and

place thereof are announced at the meeting at which the adjournment is taken. At

the adjourned meeting, the Corporation may transact any business which might

have been transacted at the original meeting. If the adjournment is for more

than 30 days, or after the adjournment a new record date is fixed for the

adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.



               (b) A written waiver of any such notice signed by the person

entitled thereto, whether before or after the time stated therein, shall be

deemed equivalent to notice. Attendance of a person at a meeting shall

constitute a waiver of notice of such meeting, except when the person attends

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