EXHIBIT 3.2 GABLES REALTY LIMITED PARTNERSHIP FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

This First Amendment is made as of June 17, 2004   by Gables GP, Inc., a Texas corporation, as general partner (the “ General Partner ” ) of Gables Realty Limited Partnership, a Delaware limited partnership (the “ Partnership ” ), and as attorney in fact for all limited partners of the Partnership pursuant to the Partnership Agreement (as defined below), for the purpose of amending the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership dated July 31, 2003 (the “ Partnership Agreement ” ). All capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Partnership Agreement.

WHEREAS, each Person listed on Schedule 1 attached hereto (each a “Contributor”), has made the Capital Contribution to the Partnership set forth on such Schedule 1   opposite such person’s name in connection with that certain Contribution Agreement concerning the Property referred to in the Contribution Agreement, by and among Gables Realty Limited Partnership and the Contributors dated December 12, 2003.

WHEREAS, the General Partner desires to admit the Contributors to the Partnership as Additional Limited Partners.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Admission of Limited Partners.

Each Contributor has made the Capital Contribution set forth next to its name on Schedule 1 . In consideration of this Capital Contribution and pursuant to Section 12.2.A of the Partnership Agreement, each Contributor is hereby admitted as an Additional Limited Partner of the Partnership.

        Pursuant to Section 12.2.B of the Partnership Agreement, the