CENTEX CORP, DEF 14A, 1994-07-01

CENTEX CORP
DEF 14A, 1994-07-01
OPERATIVE BUILDERS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

CENTEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

3333 HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

CENTEX CORPORATION

AND

3333 HOLDING CORPORATION

PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF EACH CORPORATION

TO BE HELD JULY 28, 1994

__________________________________

INDEX

PAGE
----
CENTEX CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . 1
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . 17
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

_______________________

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF
CENTEX CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF
YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS. STOCKHOLDERS ARE ENCOURAGED TO REVIEW THE ACCOMPANYING PROXY
STATEMENT OF EACH COMPANY CAREFULLY.
<PAGE> 4
CENTEX CORPORATION
3333 LEE PARKWAY
DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 28, 1994

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Centex Corporation, a Nevada corporation ("Centex"), will be held in the
auditorium of the Dallas Museum of Art, 1717 North Harwood in the City of
Dallas, Texas, on Thursday, July 28, 1994, at 10:00 A.M. (C.D.T.) for the
following purposes:

1. To elect three directors comprising a class of directors to
serve until the annual meeting of stockholders in 1997.

2. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on June 15,
1994 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. Only
stockholders of record at the close of business on the record date are entitled
to notice of and to vote at the meeting. The transfer books will not be
closed.

You are cordially invited to attend the meeting. Whether or not you
expect to attend the meeting in person, you are urged to promptly sign, date
and mail the accompanying form of Centex proxy, so that your Centex shares may
be represented and voted at the meeting. Your Centex proxy will be returned to
you if you should be present at the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary

Dallas, Texas
July 1, 1994

1
<PAGE> 5
CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 1994

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of Centex Corporation, a
Nevada corporation ("Centex"), for use at the Annual Meeting of Stockholders of
Centex to be held on July 28, 1994, and at any adjournment thereof. The
mailing address of the executive offices of Centex is 3333 Lee Parkway, Dallas,
Texas 75219. The approximate date on which this proxy statement and
accompanying proxy were first sent to stockholders is July 1, 1994.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of three directors comprising a class of
directors to serve until the annual meeting of stockholders in 1997.

(2) Such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors of Centex does not know of any matters that may
be acted upon at the meeting other than the matter set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF CENTEX RECOMMENDS A VOTE FOR ELECTION OF THE
THREE NOMINEES FOR DIRECTOR OF CENTEX NAMED IN THE ACCOMPANYING CENTEX PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex distributed as a dividend to its
stockholders (through a nominee, the "Nominee") all the issued and outstanding
shares of common stock, par value $.01 per share ("Holding Common Stock"), of
3333 Holding Corporation, a Nevada corporation ("Holding"), and 900 warrants
(the "Stockholder Warrants") to purchase Class B Units of limited partnership
interest in Centex Development Company, L.P., a Delaware limited partnership
("CDC"). 3333 Development Corporation, a Nevada corporation and a wholly owned
subsidiary of Holding ("Development"), is the general partner of CDC.

The Nominee holds the Stockholder Warrants and 1,000 shares of Holding
Common Stock, which constitute all the issued and outstanding capital stock of
Holding, on behalf of and for the benefit of persons who are from time to time
the holders of the common stock, par value $.25 per share ("Centex Common
Stock"), of Centex ("Centex Stockholders"). Each Centex Stockholder owns a
beneficial interest in that portion of the 1,000 shares of Holding Common Stock
and the Stockholder Warrants that the total number of shares of Centex Common
Stock held by such stockholder bears to the total number of shares of Centex
Common Stock outstanding from time to time. This beneficial interest of the
Holding stockholders is not represented by a separate certificate or receipt.
Instead, each Centex Stockholder's beneficial interest in such pro rata portion
of the shares of Holding Common Stock and Stockholder Warrants is represented
by the certificate or certificates evidencing such Centex Stockholder's Centex
Common Stock, and is currently tradeable only in tandem with, and as a part of,
each such Centex Stockholder's Centex Common Stock.

2
<PAGE> 6
These restrictions on transfer are imposed by the terms of a nominee agreement
(the "Nominee Agreement") among Centex, Holding, CDC and the Nominee. Centex
Common Stock certificates issued after the date of the Nominee Agreement bear a
legend referring to the restrictions on transfer imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to
notice of and to vote at the meeting is the close of business on June 15, 1994.
On the record date, the issued and outstanding capital stock of Centex entitled
to vote at the meeting consisted of 31,201,520 shares of Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per
share upon the election of directors and each other matter that may be properly
brought before the meeting or any adjournment thereof. Neither the Articles of
Incorporation nor the By-laws of Centex provide for cumulative voting rights.
The presence at the meeting, in person or by proxy, of a majority of the
outstanding shares of Centex Common Stock is necessary to constitute a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the three
nominees for director named in the proxy. The Board of Directors does not
intend to present, and has no information that others will present, any
business at the annual meeting other than as set forth in the attached Notice
of Annual Meeting of Stockholders of Centex. However, if other matters
requiring the vote of stockholders come before the meeting, it is the intention
of the persons named in the accompanying form of Centex proxy to vote the
proxies held by them in accordance with their best judgment in such matters.
Any stockholder of Centex has the unconditional right to revoke his Centex
proxy at any time prior to the voting thereof by submitting a later-dated
proxy, by attending the meeting and voting in person or by written notice to
Centex addressed to Raymond G. Smerge, Secretary, Centex Corporation, 3333 Lee
Parkway, Dallas, Texas 75219; however, no such revocation shall be effective
until received by Centex at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers and other employees of Centex, who will receive no
additional compensation therefor. To aid in the solicitation of proxies,
Centex has retained the firm of Georgeson & Company Inc., which will receive a
fee of approximately $7,000 plus out-of-pocket expenses. Centex will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners.

ELECTION OF DIRECTORS

Centex's By-laws provide for the division of the Board of Directors
into three classes with the directors in each class to hold office for a
staggered term of three years each. Each class of directors is to consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. Presently, there are three
directors in the class whose term expires at the 1994 annual meeting, three
directors in the class whose term expires at the 1995 annual meeting and four
directors in the class whose term expires at the 1996 annual meeting. Because
of the retirement of one of Centex's directors at the conclusion of his term,
Centex is equalizing its Board of Directors as required by Centex's By-laws so
that one of its directors in the class whose term expires at the 1996 annual
meeting is withdrawing from such class and is a nominee for the class whose
term expires in 1997. At the 1994 annual meeting, three directors are to be
elected to serve until the 1997 annual meeting and until their successors are
elected and qualified, subject to removal by the vote of the holders of not
less than two-thirds of the outstanding shares of Centex Common Stock.
Information concerning the three nominees and the six continuing members of the
Board of Directors is set forth below. Unless contrary instructions are
indicated on the proxy, it is intended that the shares represented by the
accompanying Centex proxy will be voted for the election of the three nominees
for director named

3
<PAGE> 7
below, or if any of such nominees should become unavailable, which is not
anticipated, for such substitute nominee as the Board of Directors shall
designate. A plurality of votes cast at the annual meeting, in person or by
proxy, is required to elect each nominee. The Board recommends that
stockholders vote FOR the election of such nominees.

The three persons named below are the Board's nominees for election as
directors at the meeting for the class whose term expires at the 1997 annual
meeting. The three nominees named below are currently directors of Centex.
Two of the three directors were elected as directors by Centex Stockholders at
the 1991 annual meeting of stockholders, and the third was elected as a
director by Centex Stockholders at the 1993 annual meeting. The information
appearing in the following table respecting the nominees for director and the
continuing directors has been furnished to Centex by the respective nominees
and directors.

NOMINEES FOR DIRECTORS

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ------------------------ -------- -----------
<S> <C> <C> <C>
CLASS WHOSE TERM EXPIRES AT
THE 1994 ANNUAL MEETING

Laurence E. Hirsch, 48 . . . . . . Chairman of the Board 1985 Executive & Director
and Chief Executive Nominating
Officer (1)

Charles H. Pistor, 63 . . . . . . . None (2) 1987 Compensation, Stock Option* &
Director Nominating

CLASS WHOSE TERM EXPIRES AT
THE 1996 ANNUAL MEETING

Dan W. Cook III, 59 . . . . . . . . None (3) 1993 Compensation
</TABLE>

CONTINUING DIRECTORS

All continuing directors listed below were elected by Centex
Stockholders to terms expiring at the annual meetings to be held in 1995 and
1996.
<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ----------------------- -------- -----------
<S> <C> <C> <C>
CLASS WHOSE TERM EXPIRES AT
THE 1995 ANNUAL MEETING

William J Gillilan, 48 . . . . . . President and Chief 1989 Executive
Operating Officer (4)
David W. Quinn, 52 . . . . . . . . Executive Vice President 1989 --
and Chief Financial
Officer (5)
Paul T. Stoffel, 60 . . . . . . . . None (6) 1968 Audit* & Stock Option
</TABLE>

4
<PAGE> 8
<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ------------------------ --------- ----------
<S> <C> <C> <C>
CLASS WHOSE TERM EXPIRES AT
THE 1996 ANNUAL MEETING

Alan B. Coleman, 65 . . . . . . . . None (7) 1979 Audit & Director
Nominating
Clint W. Murchison, III, 47 . . . . None (8) 1979 Audit & Compensation
Paul R. Seegers, 64 . . . . . . . . None (9) 1963 Executive* & Director
Nominating*
</TABLE>
____________________
* Chairman of the Committee

(1) Mr. Hirsch has served as Chief Executive Officer of Centex since July
1988, as Chairman of the Board since July of 1991 and as President
from March 1985 to July 1991. Mr. Hirsch is also a director of Centex
Construction Products, Inc., Commercial Metals Corporation and Envoy
Corporation.
(2) Mr. Pistor has been Vice Chair and Trustee of Southern Methodist
University since October 1991. Mr. Pistor served as Chairman of the
Board and Chief Executive Officer of Northpark National Bank of Dallas
from April 1988 to June 1990. Prior thereto, Mr. Pistor served as
Vice Chairman of First RepublicBank Corporation from June 1987 and the
Chairman of the Board and Chief Executive Officer of First
RepublicBank Dallas, N.A. from April 1980 until his retirement in
April 1988. Mr. Pistor also serves as a director of AMR Corporation,
American Brands, Inc. and Oryx Energy Company.
(3) Mr. Cook is engaged in private investments as his principal business.
Mr. Cook was a general partner in the investment banking firm of
Goldman, Sachs & Co. from 1977 until 1992.
(4) Mr. Gillilan has held the office of Centex's Chief Operating Officer
since January 1990 and has been President of Centex since July 1991.
Mr. Gillilan has also been Chairman and Chief Executive Officer of
Centex's general construction operations since July 1990 and Chairman
of Centex's home building and mortgage banking operations since
January 1990 and prior thereto has held the offices of President,
Chief Executive Officer and Chief Operating Officer of the home
building operations and served in various other executive positions
with Centex subsidiaries for more than five years.
(5) Mr. Quinn has been Executive Vice President and Chief Financial
Officer of Centex since February, 1987 and has served as a director
and Chairman of the Board of Centex's banking subsidiary, Texas Trust
Savings Bank, FSB, since December 1988. Mr. Quinn is also a director
of Centex Construction Products, Inc.
(6) Mr. Stoffel is engaged in private investments as his principal
business. Mr. Stoffel is also a director of Business Records
Corporation.
(7) Dr. Coleman has been Caruth Professor of Financial Management Emeritus
at Southern Methodist University since November 1988. Prior thereto,
Dr. Coleman served as Dean of the Business School of Southern
Methodist University ("SMU") from 1975 to 1981 and President of
Southwestern Graduate School of Banking Foundation of SMU from 1981 to
1988.
(8) Mr. Murchison is engaged in private real estate development and other
investments as his principal business. Mr. Murchison is also a
director of Kirby Corporation.
(9) Mr. Seegers has been Chairman of the Executive Committee of Centex
since July 1987. Mr. Seegers also held the office of the Chairman of
the Board of Centex from July 1985 through July 1991, and the office
of Chief Executive Officer from July 1985 through July 1988, Co-Chief
Executive Officer from July 1978 through July 1985, and various other
Centex executive offices since 1961. Mr. Seegers is also Chairman of
the Board of Methodist Hospitals of Dallas and a director of Oryx
Energy Company.

5
<PAGE> 9
BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 1994, the Board of
Directors held four regularly scheduled meetings. During such fiscal year,
each director attended 75% or more of the meetings of the Board and the Board
committees on which he served.

Board members who are not employees of Centex or any of its
subsidiaries received a retainer of $27,000 for fiscal year 1994, and such
directors who are not members of the Stock Option Committee are eligible to
receive stock options. The directors are also reimbursed for travel and
lodging expenses of attending meetings.

The Board of Directors has an Audit Committee, composed of directors
who are not employees of Centex or any of its subsidiaries, which reviews the
functions of Centex's management and independent auditors pertaining to
Centex's financial statements and performs such other duties and functions as
are deemed appropriate by the Audit Committee or the Board. During the last
fiscal year, the Audit Committee met two times. Each member attended both
meetings. Audit Committee members are paid a fee of $1,000 per year.

The Board has a Compensation Committee, composed of directors who are
not employees of Centex or any of its subsidiaries, which recommends to the
Board the base salaries and incentive bonuses of the officers of Centex.
During the last fiscal year, the Compensation Committee held one meeting which
was attended by all members. Compensation Committee members are paid a fee of
$1,000 per year.

The Board has a Director Nominating Committee which is responsible for
nominating individuals for consideration as directors of Centex. The Director
Nominating Committee will consider nominees recommended by Centex stockholders
in a letter addressed to the Secretary at the executive offices of Centex in
Dallas, Texas and setting forth the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated, a
representation that the stockholder is a holder of record of stock of Centex
entitled to vote at the annual meeting of stockholders and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the letter, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder, such other information regarding each nominee proposed
by such stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors, and the consent of each nominee to serve as a director of
Centex if so elected. Any such letter should be received by Centex not later
than April 28, 1995 for consideration at the 1995 annual meeting. During the
last fiscal year, the Director Nominating Committee held one meeting which was
attended by all members. Each member of the Director Nominating Committee who
is not an employee of Centex or any of its subsidiaries receives a fee of
$1,000 per year for serving on the committee.

The Board has a Stock Option Committee, composed of directors who are
not employees of Centex or any of its subsidiaries, which administers the
Centex Corporation Stock Option Plan and the Centex Corporation 1987 Stock
Option Plan. The Stock Option Committee is authorized to grant options to
acquire Centex Common Stock and, in the case of the 1987 Stock Option Plan, to
grant awards of restricted stock. During the last fiscal year, the Stock
Option Committee held two meetings which were attended by all members. Stock
Option Committee members are paid a fee of $1,000 per year.

6
<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

MANAGEMENT

The following table sets forth information as of June 15, 1994 with
respect to the beneficial ownership of shares of Centex Common Stock by each
director, nominee for election to the Board of Directors and executive officer
named in the Summary Compensation Table under "Executive Compensation",
individually itemized, and by all directors and executive officers of Centex as
a group. Except as otherwise indicated, all shares are owned directly and the
owner has the sole voting and investment power with respect thereto.
<TABLE>
<CAPTION>
CENTEX COMMON STOCK (1)
-----------------------------
NUMBER OF PERCENT
NAME SHARES OF CLASS
---- ------------- --------
<S> <C> <C>
Alan B. Coleman . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 *

Dan W. Cook III . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,667 *

Timothy R. Eller . . . . . . . . . . . . . . . . . . . . . . . . . . 141,899 *

William J Gillilan III . . . . . . . . . . . . . . . . . . . . . . . 188,952 *

Laurence E. Hirsch . . . . . . . . . . . . . . . . . . . . . . . . . 377,761 1.14%

Clint W. Murchison, III . . . . . . . . . . . . . . . . . . . . . . . 87,767 *

Charles H. Pistor . . . . . . . . . . . . . . . . . . . . . . . . . . 27,200 *

David W. Quinn . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,029 *

Paul R. Seegers . . . . . . . . . . . . . . . . . . . . . . . . . . . 378,695 1.14%

Raymond G. Smerge . . . . . . . . . . . . . . . . . . . . . . . . . . 12,507 *

Paul T. Stoffel . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,402 *

All directors and executive officers
of Centex as a group (12 persons) . . . . . . . . . . . . . . . . . 1,342,979 4.06%
</TABLE>
____________________
* less than 1%

(1) Number of shares have been adjusted to reflect the two-for-one stock
split of Centex Common Stock effected in August 1992 (the "Stock
Split"). Shares covered by stock options that are outstanding under
the Centex Corporation Stock Option Plan and the Centex Corporation
1987 Stock Option Plan and exercisable on June 15, 1994 or within 60
days thereafter are included as "beneficially owned" pursuant to the
rules and regulations of the Securities and Exchange Commission.
Amounts include the following shares that may be acquired upon
exercise of such stock options: Mr. Coleman -- 30,000 shares; Mr.
Cook -- 1,667 shares; Mr. Eller -- 139,764 shares; Mr. Gillilan --
174,000 shares; Mr. Murchison -- 30,000 shares; Mr. Pistor -- 20,000
shares; Mr. Quinn -- 20,000 shares; Mr. Seegers -- 100,000 shares;
Mr. Smerge -- 8,000 shares; Mr. Stoffel -- 20,000 shares; and all
directors and executive officers of Centex as a group (12 persons) --
517,842 shares. Total shown for Mr. Hirsch includes 200,000 shares
covered by a conversion right pursuant to the terms of a Centex
subordinated debenture (see page 15, "Certain Transactions"). In
addition, this table includes 2,135, 1,511, 829 and 2,407 shares of
Centex Common Stock which may be beneficially owned as of March 31,
1994 by Messrs. Eller, Hirsch, Quinn and Smerge, respectively, and
9,740 shares of Centex Common Stock which may be beneficially owned as
of March 31, 1994 by all directors and executive officers of Centex as
a group (12 persons), pursuant to the Centex Common Stock Fund under
the Centex Profit Sharing and Retirement Plan.

7
<PAGE> 11
CERTAIN BENEFICIAL OWNERS

The following tabulation sets forth information as of June 15, 1994
with respect to the holders of shares of Centex Common Stock who are known to
Centex to be beneficial owners of more than five percent of such shares
outstanding.

<TABLE>
<CAPTION>
Centex
Common Stock (1)
---------------------------------------------------
Name and Address of Number Percent
Beneficial Holder of Shares of Class
----------------- --------------- -----------
<S> <C> <C>
FMR Corp. 4,514,872 14.47%
82 Devonshire Street
Boston, Massachusetts 02109

- --------------------
</TABLE>

(1) Centex has received information from FMR Corp. ("FMR") stating that,
as of June 15, 1994, FMR may be deemed to beneficially own 4,514,872
shares of Centex Common Stock, acquired solely for investment
purposes, as a parent holding company with respect to holdings of
wholly owned investment adviser subsidiaries of FMR and other entities
affiliated with FMR. FMR stated that it held 147,284 shares of Centex
Common Stock with sole voting power and no shares with shared voting
power. The remaining shares that FMR may beneficially own may be
voted by (i) the Board of Trustees of certain Fidelity Funds or (ii)
certain institutions whose funds are managed by Fidelity Management
Trust Company, a wholly owned subsidiary of FMR.

8
<PAGE> 12
EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by the Chief Executive
Officer of Centex and the four other most highly compensated executive officers
of Centex:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
-------------
AWARDS
ANNUAL COMPENSATION --------
NAME AND PRINCIPAL FISCAL ----------------------------- OPTIONS/ ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) (1) SARS (#) COMPENSATION ($) (4)
------------------ ------ ----------- ------------- ------------- --------------------
<S> <C> <C> <C> <C> <C>
LAURENCE E. HIRSCH, 1994 $490,000 $416,500 -- $ 25,105
Chairman of the 1993 464,167 330,000 -- 24,261
Board 1992 442,708 215,000 120,000 (2)
and Chief Executive
Officer

WILLIAM J GILLILAN III, 1994 $360,000 $305,000 -- $ 25,221
President and Chief 1993 340,625 245,000 -- 137,000
Operating Officer 1992 321,250 150,000 100,000 (2)

TIMOTHY R. ELLER, 1994 $310,000 $225,000 -- $ 25,221
President, Chief 1993 295,000 200,000 -- 81,031
Executive 1992 270,000 125,000 80,000 (3)
Officer and Chief
Operating Officer
of Centex Real
Estate Corporation

DAVID W. QUINN, 1994 $310,000 $262,500 -- $ 25,083
Executive Vice 1993 290,625 200,000 -- 24,240
President 1992 275,625 120,000 60,000 (2)
and Chief Financial
Officer

RAYMOND G. SMERGE, 1994 $205,000 $165,000 -- $ 22,008
Vice President, 1993 192,083 120,000 -- 115,437
Chief 1992 182,083 72,500 12,000 (2)
Legal Officer and
Secretary

- --------------------
</TABLE>

(1) Cash bonuses for services rendered in fiscal years 1994, 1993 and 1992
have been listed in the year earned, but were actually paid in the
following fiscal year. In Centex's proxy statements for fiscal years
prior to fiscal 1993, cash bonuses for services rendered in a fiscal
year were paid and listed in the subsequent fiscal year.
(2) The number of shares subject to these stock options has been adjusted
for the Stock Split and represents grants of stock options only, as
Centex has no program covering stock appreciation rights ("SARs").
The vesting of these performance stock options is based on the
achievement of specified levels of return on equity by Centex during
the ten-year period following the stock option grant. Failure to
achieve the specified goals delays vesting until the end of the
ten-year term. In connection with these fiscal 1992 grants, each such
executive officer also received contingent performance bonuses which
vest at the same time and in the same proportion as the performance
stock options vest based on achievement of the specified return on
equity goals. The vested amount of the bonus is payable whenever and
to the extent that a recipient exercises any vested performance stock
options. Any portion of the contingent bonus not vested as a result
of the failure of Centex to achieve the return on equity goals will be
cancelled at the end of the ten-year term. The contingent performance
bonuses granted to Mr. Hirsch, Mr. Gillilan, Mr. Quinn and Mr. Smerge
in fiscal 1992 were $555,000, $462,500, $277,500 and $55,500,
respectively. None of these contingent performance bonuses have
vested yet.

9
<PAGE> 13
(3) The number of shares subject to this stock option represents grants of
stock options only. The vesting of this performance option is
dependent upon the Homebuilding Group's achievement of certain levels
of earnings and return on net assets during the ten years following
the stock option grant. Failure to achieve the specified goals delays
vesting until the end of the ten-year term. In connection with this
grant, Mr. Eller received a contingent performance bonus of $370,000,
a portion of which vested on April 1, 1994. This contingent
performance bonus vests at the same time and in the same proportion as
the performance stock option vests based on achievement of the
specified earnings and return on net assets goals. The vested amount
of the contingent performance bonus is payable whenever and to the
extent that Mr. Eller exercises any vested performance stock options.
Any portion of the contingent performance bonus not vested as a result
of the failure of the Homebuilding Group to achieve the earnings and
return on net assets targets will be cancelled at the end of the
ten-year term.
(4) Except as set forth below, the compensation reported represents Centex
contributions to, and forfeitures allocated to, the account of the
recipient under the Profit Sharing and Retirement Plan of Centex
Corporation, a defined contribution plan. All of such amounts are
fully vested in the recipient. The compensation reported for fiscal
1993 also includes lump sum payments made upon termination of the
Management Security Plan of Centex Corporation in the following
amounts: Mr. Gillilan -- $112,633; Mr. Eller -- $56,636; and Mr.
Smerge -- $94,895.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
OPTIONS/SARS OPTIONS/SARS AT
SHARES AT FY-END (#) (1) FY-END ($) (4)
ACQUIRED ON VALUE ---------------------------- ---------------------------------
NAME EXERCISE (#)(1) REALIZED ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE(5) UNEXERCISABLE(6)
---- --------------- --------------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch -- -- -- (3) 120,000 $ -- $2,205,000
William J Gillilan III 29,000 709,250 174,000 177,000 3,919,250 4,214,875
Timothy R. Eller 22,100 590,288 59,900 123,200 1,342,463 2,803,800
David W. Quinn 40,000 905,313 -- 80,000 -- 1,518,750
Raymond G. Smerge 8,000 251,000 -- 20,000 -- 387,000
</TABLE>

- --------------------

(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has no program covering SARs.
(2) Includes contingent performance bonuses paid to the following
executives upon the exercise of certain stock options granted prior to
April 1, 1993: Mr. Quinn -- $68,750; Mr. Smerge -- $27,500.
(3) Does not include 200,000 shares of Centex Common Stock issuable to Mr.
Hirsch upon conversion of a Centex debenture in the principal amount
of $2,100,000 (see "Certain Transactions").
(4) Represents the difference between the closing price of Centex Common
Stock on March 31, 1994 of $30.875 per share, and the exercise price
of such options.
(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Gillilan -- $620,500; Mr. Eller -- $204,000.
(6) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $555,000; Mr. Gillilan -- $1,117,000; Mr. Eller --
$737,200; Mr. Quinn -- $346,250; and Mr. Smerge -- $83,000.

There were no grants of stock options made during the fiscal year
ended March 31, 1994 to any of the five named executive officers.

10
<PAGE> 14

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During the last fiscal year, the Compensation Committee was composed
of Frank M. Crossen (as Chairman), who is retiring from the Board as of the
1994 Annual Meeting of Stockholders, Mr. Cook, Mr. Murchison and Mr. Pistor,
and the Stock Option Committee was composed of Mr. Pistor (as Chairman), Mr.
Crossen and Mr. Stoffel. Mr. Crossen served from 1972 to 1985 as the Chairman
of the Board of Centex and prior to 1985 held various other Centex executive
offices since 1956. In order to retain for Centex the benefit of Mr. Crossen's
experience and knowledge, in January 1987, Centex entered into an annually
renewable consulting agreement with Mr. Crossen. Under this agreement, Mr.
Crossen received $75,000 during the fiscal year ended March 31, 1994 (see pages
15 and 16, "Certain Transactions"). This agreement will expire in July 1994.

REPORT OF COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board provides advice and
recommendations to the Board concerning the salaries and bonuses of the
officers of Centex. The Board approves those salaries and bonuses. The Stock
Option Committee of the Board administers the stock option plans and is
specifically authorized under such plans to grant options to officers and other
key employees of Centex and its subsidiaries. Each of these Committees is
comprised of three independent, non-employee directors. This report describes
the policies and principles which shape the structure of Centex's executive
compensation program.

Centex's executive compensation program is structured to achieve the
following objectives:

- to attract, retain and motivate highly qualified, energetic
and talented executives;
- to create an incentive to increase stockholder returns by
establishing a direct and substantial link between individual
compensation and certain financial measures which have a
direct effect on stockholder values; and
- to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term
corporate performance but also on sustained long-term
individual performance.

To achieve its compensation objectives, Centex has structured an
executive compensation program using a combination of short-term and long-term
elements: (i) annual salary, (ii) annual bonus, and (iii) long-term incentive
compensation in the form of stock options and related contingent performance
bonuses. In addition, the executive officers of Centex are eligible to receive
other benefits such as medical benefits and profit sharing plan contributions
which are generally available to employees of Centex.

In structuring the specific components of executive compensation,
Centex is guided by the following principles:

- annual compensation should be set within reasonable ranges of
the annual compensation for similar positions with
similarly-sized and types of companies which engage in one or
more of the businesses in which Centex engages;

- bonus payments should vary with Centex's financial performance
; and

- a significant portion of compensation should be in the form of
long-term incentive compensation which aligns the interests of
executives with those of the stockholders and which creates
rewards for long-term sustained company performance and the
achievement of Centex's strategic objectives.

Base Salary

The Compensation Committee is responsible for recommending at the
beginning of each fiscal year the base salary levels for the five named
executive officers. In developing salary compensation amounts for fiscal 1994,
the Compensation Committee reviewed the salaries for similar positions in
similarly-sized companies which engage in one or more of the principal
businesses of Centex: homebuilding, mortgage banking, contracting and
construction services and construction

11
<PAGE> 15
products. Included within the survey were those companies (other than Centex)
which comprise the S&P Homebuilding Index in the Cumulative Total Stockholder
Return graph on page 14. The Compensation Committee confirmed that the base
salaries of the named executives were consistent with its objective of setting
base salaries within reasonable ranges for similar positions in competitive
companies. In setting base salary levels the Compensation Committee also
considers the executive's experience level and potential for significant
contributions to Centex's profitability. After completing its review and
decision-making process, the Compensation Committee submitted its decision as
to base salary levels to the entire Board of Directors, which confirmed the
Compensation Committee's decision.

Incentive Bonus

The Compensation Committee is also responsible for developing
recommendations for the incentive bonuses awarded to the named executives at
the end of each fiscal year. The annual incentive bonus program for the
executive officers has been structured to create financial incentives and
rewards which are directly related to corporate performance during the fiscal
year. In particular, the Compensation Committee weighs heavily certain
financial measurements that are directly related to stockholder returns such as
net earnings, earnings growth, return on equity and other factors. Incentive
bonuses awarded to the named executives for fiscal 1994 were greater than the
bonuses awarded in the two prior fiscal years, reflecting Centex's improved
performance during fiscal 1994. During fiscal 1994 Centex achieved record
levels of revenues, operating earnings and net earnings (40% over the prior
year) and ended the year with the highest backlog in company history in the
homebuilding, mortgage banking and contracting and construction services
divisions.

Long Term Compensation

Although the Stock Option Committee did not grant any stock options to
any of the named executive officers during fiscal 1994, stock options remain
the most important component of the executive officer's long-term compensation.
Consistent with Centex's effort to increase the proportion of management
compensation which is tied to Centex's performance, the Stock Option Committee
of the Board of Directors has structured certain of its stock option programs
to link the vesting of stock option grants to the achievement by Centex (or a
certain business group within Centex) of certain specific performance targets
during the ten years following the stock option grant. Generally, under the
terms of the stock options issued in recent years, the number of shares that
"vest" or which become exercisable by the optionee depends upon the achievement
of specific operational or financial goals by the business group or groups with
which the optionee is associated. These operational and financial goals are
customized for each of the business groups within Centex (for example, "return
on net assets" for the home building division, "average contribution per loan"
for the mortgage banking division, "return on revenues" for the contracting and
construction services division and "return on equity" for the corporate
division) and are structured to reward the optionee for superior long-term
operating performance of the business group with which the optionee is
associated. Failure to meet the specified goals results in those shares not
"vesting or becoming exercisable" until the end of the full ten-year term. The
Stock Option Committee believes that these programs properly align the
interests of Centex's officers and managers with the interests of the
stockholders by linking a majority of their long-term compensation with goals
that have a direct and positive effect on stockholder value. Over the past
three fiscal years, substantially all of the stock options granted by Centex to
its officers and key employees were granted under these performance programs.
Although there were no options granted to the Chief Executive Officer or the
four other most highly compensated executive officers during the last fiscal
year, all of the options granted to these executive officers during the last
three fiscal years were granted under this performance option program.

At the time of the grant of the performance stock options during
fiscal 1992 and in furtherance of its objective of increasing the percentage of
key employee compensation which is tied to Centex's performance, Centex granted
contingent performance bonuses to certain of its key employees, including the
named executive officers. Generally, these bonuses vest at the same time and
in the same proportion as the performance stock options' specific performance
targets are achieved. The vested amounts of most performance bonuses are
payable whenever and to the extent that a recipient exercises options shares
which have vested by the achievement of performance goals. Generally, any
portion of the contingent bonus not vested at the end of the ten-year term as a
result of the business group not achieving the specific performance targets
will be cancelled.

12
<PAGE> 16
CEO Compensation

The Chief Executive Officer of Centex participates in the same
compensation programs as the other executive officers with each component of
his compensation determined by the Compensation Committee according to the same
criteria. The base salary and incentive bonus of the Chief Executive Officer
in effect for fiscal 1994 was consistent with the Compensation Committee's
salary range guidelines and objectives for all officers. The incentive bonus
granted to the Chief Executive Officer for fiscal 1994 was greater than the
prior fiscal year, reflecting Centex's record performance during the fiscal
year.

In accordance with recently enacted federal income tax legislation,
beginning in 1994, the Internal Revenue Service will limit the deductibility
for federal income tax purposes of certain executive compensation payments in
excess of $1 million. Because it is not expected that any individual Centex
executive officer's compensation will exceed the $1 million limit this year or
in the foreseeable future, the Compensation Committee has taken no special
action to revise its compensation programs or otherwise address this issue.
The Compensation Committee will continue to review this matter and will take
appropriate action in the future as it determines to be advisable.

COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
- ---------------------- ----------------------
Frank M. Crossen, Chairman Charles H. Pistor, Chairman
Clint W. Murchison, III Frank M. Crossen
Charles H. Pistor Paul T. Stoffel
Dan W. Cook III

13
<PAGE> 17
PERFORMANCE GRAPH

The following graph compares the yearly change in the cumulative total
stockholder return on Centex Common Stock during the five fiscal years ended
March 31, 1994 with the S&P 500 Index and the S&P Homebuilding Index. The
comparison assumes $100 was invested on March 31, 1989 in Centex Common Stock
and in each of the foregoing indices, and assumes reinvestment of dividends.

COMPARATIVE FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

<TABLE>
<CAPTION>
MARCH 31,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Centex Corporation $100 $140 $125 $179 $235 $231
S&P 500 Index $100 $119 $136 $152 $175 $177
S&P HB Index $100 $113 $122 $183 $203 $213
</TABLE>

14
<PAGE> 18
SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Centex directors and officers, and persons who beneficially own more
than 10% of a registered class of Centex's equity securities, to file initial
reports of ownership, reports of changes in ownership and annual reports of
ownership with the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange. Such persons are required by SEC regulations to furnish
Centex with copies of all Section 16(a) forms they file with the SEC.

Based solely on its review of the copies of such forms received by it
with respect to fiscal 1994, or written representations from certain reporting
persons, Centex believes that all filing requirements required by Section 16(a)
for fiscal 1994 applicable to its directors, officers and persons who
beneficially own more than 10% of a registered class of Centex's equity
securities have been complied with, except that Mr. Smerge filed one Form 4 two
business days late.

CERTAIN TRANSACTIONS

In July 1988, the Centex Board of Directors approved a five-year
employment agreement with Mr. Seegers. The agreement was to ensure the
continued availability of Mr. Seegers' services to the Company which he has
served in various executive capacities for over 30 years. In July 1991, the
term of Mr. Seeger's employment agreement was extended for a period of two
years to provide for his continued engagement through January 1995. Since his
resignation as Chairman of the Board in July 1991, Mr. Seegers has continued to
serve the Company as the Chairman of the Executive Committee and as a
consultant. Under the terms of the amended employment agreement, Mr. Seegers
receives annual payments of $425,000. This agreement was recently revised to
provide for its conversion to a consulting agreement effective January 31, 1995
at $215,000 per year through January 31, 1997. In addition, Mr. Seegers
continues to be eligible for and receives certain fringe benefits available to
executives of Centex.

In 1991, the Centex Board of Directors also approved executive
employment agreements for Messrs. Hirsch, Gillilan and Quinn. Each of these
agreements provides for a term which at all times has a remainder of two years,
for discretionary bonuses and certain other fringe benefits and for the payment
of two years base salary from the date of termination if the executive's
employment is terminated for any reason other than cause or if the executive
voluntarily resigns within two years after the occurrence of a change in
control of Centex. These agreements further provide for the following minimum
annual base salaries, commencing April 1, 1994: Mr. Hirsch -- $515,000; Mr.
Gillilan -- $375,000; and Mr. Quinn -- $325,000.

In September 1985, pursuant to Centex's employment of Laurence E.
Hirsch, Centex loaned to Mr. Hirsch $1,000,000 to purchase a residence in the
Dallas area. The loan, which matures in March 1995, is evidenced by his full
recourse promissory note secured by a first lien on the residence. The first
$700,000 of the principal bears no interest, and the principal in excess of
$700,000 bears interest at 10%.

In May 1985, Centex issued and sold to Mr. Hirsch a Centex debenture
in the principal amount of $2,100,000. The debenture will mature in May 1995
and bears interest at a fluctuating rate equal to the lesser of the prime rate
of NationsBank of Texas, N.A. or the highest lawful rate that Centex may pay.
In May 1994, Centex's Board of Directors authorized the extension of the
maturity date of the debenture from May 1995 to May 2000. The debenture is
subordinated to all senior debt of Centex and is convertible into 200,000
shares of Centex Common Stock at a price of $10.50 per share (the closing price
of a share of Centex Common Stock on the New York Stock Exchange on May 6,
1985, as adjusted for the Stock Split). Centex guaranteed a bank loan made to
Mr. Hirsch in an amount necessary to purchase the debenture. The loan term is
for as long as the debenture remains outstanding and has a fluctuating interest
rate not in excess of the prime rate of NationsBank of Texas, N.A.

On January 30, 1991, Centex loaned to Mr. Quinn $250,000 for five
years to complete his purchase of a residence in the Dallas area. The loan,
which had a balance of $125,000 on March 31, 1993, was evidenced by his full
recourse promissory note secured by a deed of trust on the residence with
interest at 10% per annum, payable quarterly. In June 1993, Mr. Quinn paid to
Centex the full amount of all outstanding principal and interest owed on such
loan.

15
<PAGE> 19
In December 1986, Mr. Crossen retired as an employee of Centex. In
order to retain for Centex the benefit of Mr. Crossen's experience and
knowledge, Centex entered into an annually renewable consulting agreement with
him, which provided for annual payments of $75,000. This agreement will
expire in July 1994.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen & Co. acted as Centex's independent public accountants
for the fiscal year ended March 31, 1994 and has served as Centex's independent
public accountants since 1971. Centex's independent public accountants are
selected annually by the Board of Directors at its meeting held immediately
following the annual meeting of stockholders. It is anticipated that the Board
of Directors will select Arthur Andersen & Co. as Centex's independent public
accountants for the current year.

Representatives of Arthur Andersen & Co. are expected to be present at
the meeting, with the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions from stockholders.

STOCKHOLDER PROPOSALS

Centex's 1995 annual meeting of stockholders is scheduled to be held
on July 27, 1995. In order to be considered for inclusion in Centex's proxy
material for that meeting, stockholder proposals must be received at Centex's
executive offices, addressed to the attention of the Secretary, not later than
March 3, 1995.

FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF
CENTEX'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1994,
INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES,
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT
CHARGE, UPON REQUEST TO CENTEX CORPORATION, ATTENTION: RAYMOND G. SMERGE,
SECRETARY, 3333 LEE PARKWAY, DALLAS, TEXAS 75219.

By Order of the Board of Directors

RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary

Dallas, Texas
July 1, 1994

16
<PAGE> 20
3333 HOLDING CORPORATION
3333 LEE PARKWAY
DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 28, 1994

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 3333
Holding Corporation, a Nevada corporation ("Holding"), will be held in the
auditorium of the Dallas Museum of Art, 1717 North Harwood in the City of
Dallas, Texas, on Thursday, July 28, 1994, at 10:00 A.M. (C.D.T.) for the
following purposes:

1. To elect a Board of three directors to serve during the
ensuing year and until their successors are elected and
qualified.

2. To transact such other business as may properly come before
the meeting or any adjournment thereof.

You are cordially invited to attend the meeting. Whether or not you
expect to attend the meeting in person, you are urged to promptly sign, date
and mail the accompanying form of Holding proxy, so that your Holding shares
may be represented and voted at the meeting. Your Holding proxy will be
returned to you if you should be present at the meeting and request such
return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
July 1, 1994

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF
3333 HOLDING CORPORATION AND CENTEX CORPORATION. TO ASSURE REPRESENTATION OF
YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS.

17
<PAGE> 21
3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 1994

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of 3333 Holding
Corporation, a Nevada corporation ("Holding"), for use at the Annual Meeting of
Stockholders of Holding to be held on July 28, 1994, and at any adjournment
thereof. The mailing address of the executive offices of Holding is 3333 Lee
Parkway, Dallas, Texas 75219. The approximate date on which this proxy
statement and accompanying proxy were first sent to stockholders is July 1,
1994.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of a Board of three directors, each to hold
office until the next annual election of directors and until his successor
shall have been elected and qualified.

(2) Such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors of Holding does not know of any matter that may
be acted upon at the meeting other than the matter set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF HOLDING RECOMMENDS A VOTE FOR ELECTION OF
THE THREE NOMINEES FOR DIRECTOR OF HOLDING NAMED IN THE ACCOMPANYING HOLDING
PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex Corporation, a Nevada corporation
("Centex"), distributed as a dividend to its stockholders (through a nominee,
the "Nominee") all the issued and outstanding shares of Holding common stock,
par value $ .01 per share ("Holding Common Stock"), and 900 warrants (the
"Stockholder Warrants") to purchase Class B Units of limited partnership
interest in Centex Development Company, L.P., a Delaware limited partnership
("CDC"). 3333 Development Corporation, a Nevada corporation and a wholly owned
subsidiary of Holding ("Development"), is the general partner of CDC.

The Nominee holds the Stockholder Warrants and 1,000 shares of Holding
Common Stock, which constitutes all the issued and outstanding capital stock of
Holding, on behalf of and for the benefit of persons who are from time to time
the holders of the common stock, par value $.25 per share ("Centex Common
Stock"), of Centex ("Centex Stockholders"). Each Centex Stockholder owns a
beneficial interest in that portion of the 1,000 shares of Holding Common Stock
and the Stockholder Warrants that the total number of shares of Centex Common
Stock held by such stockholder bears to the total number of shares of Centex
Common Stock outstanding from time to time. This beneficial interest of the
Holding

18
<PAGE> 22
stockholders is not represented by a separate certificate or receipt. Instead,
each Centex Stockholder's beneficial interest in such pro rata portion of the
shares of Holding Common Stock and Stockholder Warrants is represented by the
certificate or certificates evidencing such Centex Stockholder's Centex Common
Stock, and is currently tradeable only in tandem with, and as a part of, each
such Centex Stockholder's Centex Common Stock. These restrictions on transfer
are imposed by the terms of a nominee agreement (the "Nominee Agreement") among
Centex, Holding, CDC and the Nominee. Centex Common Stock certificates issued
after the date of the Nominee Agreement bear a legend referring to the
restrictions on transfer imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to
notice of and to vote at the meeting is the close of business on June 15, 1994.
On the record date, the issued and outstanding capital stock of Holding
entitled to vote at the meeting consisted of 1,000 shares of Holding Common
Stock. See "Tandem Securities".

Each share of Holding Common Stock is entitled to one vote upon the
election of directors and each other matter that may be properly brought before
the meeting or any adjournment thereof. Neither the Articles of Incorporation
nor the By-laws of Holding provide for cumulative voting rights. The presence
at the meeting, in person or by proxy, of a majority of the outstanding shares
of Holding Common Stock is necessary to constitute a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the
directors named in the proxy. The Board of Directors does not intend to
present, and has no information that others will present, any business at the
meeting other than as set forth in the attached Notice of Annual Meeting of
Stockholders of Holding. However, if other matters requiring the vote of
stockholders come before the meeting, it is the intention of the persons named
in the accompanying form of Holding proxy to vote the proxies held by them in
accordance with their best judgment in such matters. Any stockholder of
Holding has the unconditional right to revoke his Holding proxy at any time
prior to the voting thereof by submitting a later dated proxy, attending the
meeting and voting in person or by written notice to Holding addressed to
Raymond G. Smerge, Secretary, 3333 Holding Corporation, 3333 Lee Parkway,
Dallas, Texas 75219; however, no such revocation shall be effective until such
notice of revocation has been received by Holding at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers of Holding or by officers and other employees of Centex,
who will receive no additional compensation therefor. See "Executive
Compensation". To aid in the solicitation of proxies, the firm of Georgeson &
Company Inc. has been retained by Centex and will be paid by Centex a fee of
approximately $7,000 plus out-of-pocket expenses. See "Tandem Securities".
Centex will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners.

19
<PAGE> 23
ELECTION OF DIRECTORS

In accordance with the By-laws of Holding, the Board of Directors has
established the number of directors to be elected at the meeting at three,
which shall constitute the entire Board of Directors. Unless contrary
instructions are indicated on the proxy, it is intended that the shares
represented by the accompanying Holding proxy will be voted for the election of
the three nominees for director named below or, if any of such nominees should
become unavailable, which is not anticipated, for such substitute nominee as
the Board of Directors shall designate. Each director will hold office until
the next annual election of directors and until his successor shall have been
elected and qualified, subject to removal by the vote of the holders of not
less than two-thirds of the outstanding shares of Holding Common Stock. A
plurality of votes cast at the annual meeting, in person or by proxy, is
required to elect each nominee. The Board recommends that stockholders vote
FOR the election of such nominees.

The three persons named below are the Board's nominees for election as
directors at the meeting. All the persons named below are currently directors
of Holding and were elected as such by stockholders at the 1993 annual meeting
of stockholders. The information appearing in the following table respecting
the nominees for director has been furnished to Holding by the respective
nominees.

<TABLE>
<CAPTION>
POSITIONS AND BOARD
OFFICES WITH DIRECTOR COMMITTEE
NAME AND AGE HOLDING SINCE MEMBERSHIP
------------ --------------- ---------- -----------
<S> <C> <C> <C>
J. Stephen Bilheimer, 62 . . . . . . . . President (1) 1989 None

Josiah O. Low, III, 55 . . . . . . . . . None (2) 1987 Audit

David M. Sherer, 57 . . . . . . . . . . . None (3) 1987 Audit

- --------------------
</TABLE>

(1) Mr. Bilheimer has been President of Holding and President of
Development, the general partner of CDC, since 1987 and has also held
various executive positions with Centex's home building subsidiaries
since 1966.
(2) Mr. Low has been Managing Director of Donaldson, Lufkin & Jenrette
Securities Corporation since February 1985. Mr. Low is also a director
of Development.
(3) Mr. Sherer has been President of David Sherer and Associates, Inc., a
commercial real estate, investment and brokerage firm, for more than
five years. Mr. Sherer is also a director of Development.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Holding's fiscal year ended March 31, 1994, the Board of
Directors held one meeting which was attended by all directors.

The Board of Directors has an Audit Committee, composed of two
directors, neither of whom is an officer or employee of Holding or any of its
subsidiaries, which reviews the work of Holding's management and independent
auditors pertaining to Holding's financial statements and performs such other
duties and functions as are deemed appropriate by the Audit Committee or the
Board. During Holding's fiscal year ended March 31, 1994, the Audit Committee
held one meeting which was attended by both members. Audit Committee members
receive no fee for serving on the committee.

Members of the Board of Directors who are neither an officer nor
employee of Holding or any of its subsidiaries or of Centex or any of its
subsidiaries receive a retainer of $8,000 per year. In addition, Holding
reimburses the directors for the reasonable expenses incurred in attending
directors' and committee meetings.

20
<PAGE> 24
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of June 15, 1994
with respect to the beneficial ownership of the equity securities of Holding by
each director, nominee for election to the Board of Directors and executive
officer named in the Summary Compensation Table under "Executive Compensation",
individually itemized, all directors and officers of Holding as a group, and
any person known to Holding to be the beneficial owner of more than 5% of any
class of Holding's voting securities. Except as otherwise indicated, all
Holding Common Stock is owned directly, and the owner thereof has the sole
voting and investment power with respect thereto.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF HOLDING
COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER* BENEFICIALLY OWNED (1) OF CLASS (1)
------------------------- ---------------------- -------------
<S> <C> <C>
J. Stephen Bilheimer . . . . . . . . . . -- **

Josiah O. Low, III . . . . . . . . . . . -- **

David M. Sherer . . . . . . . . . . . . . -- **

All directors and executive officers
as a group (4 persons) . . . . . -- **

Centex Corporation (2) . . . . . . . . . 100 9.09%

FMR Corp. (3) . . . . . . . . . . . . . . 145 13.15%
</TABLE>
___________________
* The address of any person who is the beneficial owner of more than 5%
of a class of Holding's voting securities is footnoted.
** Less than 1%.

(1) Record title to the Holding Common Stock is held by the Nominee for
the benefit of Centex Stockholders pursuant to the Nominee Agreement.
See "Tandem Securities". However, the Nominee has no power to vote
(absent instruction) or to direct the investment of the Holding Common
Stock. The number of shares of Holding Common Stock listed as
beneficially owned has been rounded to the nearest whole share, and
the calculations in this table are based on the assumption that all
options to purchase Centex Common Stock, presently exercisable, or
exercisable within 60 days, have been exercised.
(2) Centex, whose address is 3333 Lee Parkway, Dallas, Texas 75219, owns
beneficially and of record 100 warrants (the "Centex Holding Stock
Warrants") to purchase shares of Holding Common Stock. Each Centex
Holding Stock Warrant entitles the holder to purchase one share of
Holding Common Stock (subject to adjustment) at an exercise price of
$800 per share (subject to adjustment). The shares of Holding Common
Stock, which may be acquired upon the exercise of the Centex Holding
Stock Warrants as of the date when the Stockholder Warrants become
exercisable, which date Centex may indirectly determine in its
discretion, are not outstanding but are included as "beneficially
owned" pursuant to the rules and regulations of the Securities and
Exchange Commission. However, it has been assumed in connection with
the disclosure of such beneficial ownership that (i) the Centex
Holding Stock Warrants are not subdivided or combined and (ii) the
Holding Common Stock is not subdivided and a stock dividend or stock
split with respect to the Holding Common Stock has not occurred, prior
to the exercise of the Centex Holding Stock Warrants.
(3) Centex has received information from FMR Corp. ("FMR") stating that,
as of June 15, 1994, FMR may be deemed to beneficially own 4,514,872
shares of Centex Common Stock (and therefore to own a beneficial
interest in 145

21
<PAGE> 25
shares of Holding Common Stock), acquired solely for investment
purposes, as a parent holding company with respect to holdings of
wholly owned investment adviser subsidiaries of FMR and other entities
affiliated with FMR. FMR stated that it held 147,284 shares of Centex
Common Stock with sole voting power (and therefore held a beneficial
intrest in 5 shares of Holding Common Stock with sole voting power)
and no shares with shared voting power. The remaining shares that FMR
may beneficially own may be voted by (i) the Board of Trustees of
certain Fidelity Funds, or (ii) certain institutions whose funds are
managed by Fidelity Management Trust Company, a wholly owned
subsidiary of FMR.

EXECUTIVE COMPENSATION

Neither Holding nor Development has any full time employees. The
directors and executive officers of Holding, who hold the same directorships
and offices in Development, perform all executive management functions for
Holding and Development. Services required by Holding and CDC in their
operations are also provided pursuant to a services agreement and a management
agreement, respectively. See "Certain Transactions". The executive officers of
Holding did not receive any remuneration from Holding, Development or CDC for
the fiscal year ended March 31, 1994. Directors of Holding who are neither
officers nor employees of Holding, Centex or any of their subsidiaries receive
compensation from Holding in the form of director's fees. See "Election of
Directors -- Board Meetings, Fees, Committees and Attendance Records". During
the 1994 fiscal year, each executive officer of Holding received remuneration
in the form of cash and incentive compensation from Centex or one of its
subsidiaries in his capacity as a director, officer or employee thereof.

During fiscal year 1994, J. Stephen Bilheimer, President of Holding,
and Roger D. Sefzik, Vice President and Treasurer of Holding, both of whom are
employees of subsidiaries of Centex, devoted a majority of their time and
attention to the management of Holding and its subsidiary. Messrs. Bilheimer
and Sefzik, who are the only executive officers of Holding, provided such
services to Holding and its subsidiary on behalf of and in their capacities as
officers and employees of Centex Development Management Company, a Nevada
corporation ("CDMC") and an indirect wholly owned subsidiary of Centex,
pursuant to the management agreement described above and are therefore
compensated by CDMC. The following table sets forth the cash and noncash
compensation for each of the last three fiscal years awarded to or earned by
the Chief Executive Officer and the other executive officer of Holding.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND PRINCIPAL FISCAL --------------------------------- ALL OTHER
POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($)(2)
----------------------------- ------ ---------- ------------ -------------------
<S> <C> <C> <C> <C>
J. STEPHEN BILHEIMER, 1994 $206,000 $55,000 $56,953
President 1993 200,000 40,000 36,450
1992 195,000 50,000

ROGER D. SEFZIK, 1994 $ 94,100 $15,000 $10,097
Vice President and 1993 90,500 15,000 9,668
Treasurer 1992 87,000 17,000

</TABLE>
- --------------------

(1) Cash bonuses for services rendered in fiscal years 1994, 1993 and 1992
have been listed in the year earned, but were actually paid in the
following fiscal year.
(2) Amounts represent all Centex contributions to, and forfeitures
allocated to, the account of the recipient under the Profit Sharing
and Retirement Plan of Centex Corporation, a defined contribution
plan. All of such amounts are fully vested in the recipient.
Compensation for Mr. Bilheimer for 1994 and 1993 includes annual
payments made as a result of termination of the Management Security
Plan of Centex Corporation in the amounts of $34,818 and $15,042,
respectively.

22
<PAGE> 26
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
OPTIONS/SARS OPTIONS/SARS AT
SHARES AT FY-END (#)(1) FY-END ($)(2)
ACQUIRED ON VALUE --------------------------- -------------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE (3) UNEXERCISABLE (4)
---- ------------ ------------- ------------ ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
J. Stephen Bilheimer -- -- 5,942 23,658 $183,459 $730,441
Roger D. Sefzik -- -- 2,000 1,000 33,000 16,500

</TABLE>
____________________

(1) Amounts set forth in the table reflect the number and value of options
only, as Centex has no program covering stock appreciation rights.
(2) Represents the difference between the closing price of Centex Common
Stock on March 31, 1994 of $30.875 per share, and the exercise price
of such options.
(3) Amount for Mr. Bilheimer includes maximum cash bonuses of $50,507
payable in connection with the exercise of stock options at the time
of exercise.
(4) Amount for Mr. Bilheimer includes maximum cash bonuses of $201,092
payable in connection with the exercise of stock options at the time
of exercise.

There were no grants of stock options made during the fiscal year
ended March 31, 1994 to either of the named executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

None of Holding's directors, officers or employees has any
relationship requiring disclosure under Item 402(j) of Regulation S-K.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Holding does not have a compensation committee, stock option committee
or any other committee performing similar functions. Holding's Board of
Directors does not make or influence any decision regarding the cash or noncash
compensation paid to the executive officers of Holding. Rather, as previously
explained, all compensation earned by Holding's executive officers is paid by
CDMC. See "Executive Compensation". So long as the executive officers of
Holding are compensated by CDMC or its affiliates, Holding does not intend to
provide any other compensation to such individuals. Because Holding cannot
influence or affect the amount or form of such compensation paid to Holding's
executive officers, no report is provided herein.

PERFORMANCE GRAPH

As described in "Tandem Securities" on pages 18 and 19, the record
owner of the 1,000 issued and outstanding shares of Holding Common Stock is the
Nominee, who holds such stock pursuant to the Nominee Agreement on behalf of
and for the benefit of Centex Stockholders. Thus, each Centex Stockholder owns
a beneficial interest in a portion of the 1,000 shares of Holding Common Stock
held by the Nominee, which shares are currently tradeable only in tandem with,
and as a part of, each such Centex Stockholder's Centex Common Stock. As a
consequence of the foregoing and because the beneficial interests in the 1,000
shares of Holding Common Stock do not have any separate ascertainable value, no
performance graph is provided herein. Stockholders desiring to review the
five-year stock performance of Centex Common Stock are directed to the
"Performance Graph" section on page 14 of the Centex Proxy Statement.

23
<PAGE> 27
SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Holding's directors and officers, and persons who beneficially own
more than 10% of a registered class of Holding's equity securities to file
initial reports of ownership, reports of changes in ownership and annual
reports of ownership with the Securities and Exchange Commission (the "SEC")
and the New York Stock Exchange. Such persons are required by SEC regulation
to furnish Holding with copies of all Section 16(a) forms they file with the
SEC.

Based solely on its review of the copies of such forms received by it
with respect to fiscal 1994, or written representations from certain reporting
persons, Holding believes that all filing requirements required by Section
16(a) for fiscal 1994 applicable to its directors, officers and persons who
beneficially own more than 10% of a registered class of Holding's equity
securities have been complied with.

CERTAIN TRANSACTIONS

Holding entered into a services agreement in May 1987 with Centex
Service Company, a wholly owned subsidiary of Centex ("CSC"), whereby CSC
agreed to provide certain tax, accounting and other similar services for
Holding at a fee of $2,500 per month. Service fees of $30,000 were paid
pursuant to this agreement for fiscal year 1994.

CDC has entered into agreements with certain Centex subsidiaries for
them to provide management services to CDC in connection with the development
and operation of properties acquired by CDC, maintenance of CDC property and
other administrative services. Management fees and development costs totaling
$785,000 were incurred under these agreements during fiscal year 1994, and
remain unpaid as of June 15, 1994.

In connection with Holding's acquisition of additional shares of
common stock of Development in 1987, Holding borrowed $7,700,000 from Centex
pursuant to a secured promissory note (the "Holding Note"). The Holding Note,
which had a fluctuating balance during fiscal 1994, bears interest, payable
quarterly, at the prime rate of interest of NationsBank of Texas, N.A.
("NationsBank") plus 1% (8 1/4% at June 15, 1994). As of June 15, 1994, the
outstanding principal balance of the Holding Note was $6,710,000. The Holding
Note matures on the earlier to occur of April 1, 1996 or the last detachment of
Holding Common Stock and the Stockholder Warrants from Centex Common Stock
pursuant to the Nominee Agreement. Interest expense on the Holding Note was
$439,000 for fiscal year 1994.

In 1987, Development loaned $7,700,000 to Centex Real Estate
Corporation, a subsidiary of Centex ("CREC"), pursuant to an unsecured
promissory note (the "CREC Note") and the related loan agreement. The CREC Note
bears interest, payable quarterly, at the prime rate of interest of NationsBank
plus 7/8% (8 1/8% at June 15, 1994). As of June 15, 1994, the outstanding
principal balance of the CREC Note was $7,700,000. The CREC Note matures on
April 30, 1996. Fiscal year 1994 interest on the CREC Note totaled $537,000.

In fiscal year 1994, CDC sold to CREC 246 lots for $2,354,000. CREC
acquired 209 lots for $2,050,000 in April, 1994, and has contracts to purchase
an additional 260 lots from CDC.

In July 1992, on behalf of CDC, CREC guaranteed a $10,000,000 bank
line of credit for CDC to utilize in conjunction with development of lots to be
sold to CREC. In July 1993, the amount of such line of credit was reduced to
$5,000,000. This line of credit, which had an outstanding balance of
$2,165,000 at June 15, 1994, bears interest at LIBOR plus 3/4% (5 1/16% at June
15, 1994), is unsecured and matures in July 1994. CREC has also agreed to fund
certain of CDC's costs (primarily real estate taxes and rezoning expenses)
associated with the Forster Ranch property under an agreement that may transfer
ownership of such property back to the lender by April 1995 in satisfaction of
the non-recourse debt subject to the completion of certain revisions to
existing development approvals.

24
<PAGE> 28

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen & Co. acted as Holding's independent public
accountants for the fiscal year ended March 31, 1994 and has served as
independent public accountants for Holding since its incorporation in May 1987.
Holding's independent public accountants are selected annually by the Board of
Directors at the Board's first meeting held subsequent to the annual meeting of
stockholders. It is expected that the Board of Directors will select Arthur
Andersen & Co. as Holding's independent public accountants for the current
year.

STOCKHOLDER PROPOSALS

Holding's 1995 annual meeting of stockholders is scheduled to be held
on July 27, 1995. In order to be considered for inclusion in Holding's proxy
material for that meeting, stockholder proposals must be received at Holding's
executive offices, addressed to the attention of the Secretary, not later than
March 3, 1995.

FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF
HOLDING'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1994,
INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES,
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT
CHARGE, UPON REQUEST TO 3333 HOLDING CORPORATION, ATTENTION: RAYMOND G. SMERGE,
SECRETARY, 3333 LEE PARKWAY, DALLAS, TEXAS 75219.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
July 1, 1994

25
<PAGE> 29

<TABLE>
<S> <C>
____________________________________________________________________________________________________________________________________

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE /X/ Please mark
NOMINEES IN ITEM 1. your votes
like this
_________________
COMMON CENTEX CORPORATION

1. Election of directors listed below to FOR all nominees WITHHOLD 2. In their discretion, on such other
serve until the Annual Meeting of listed below (except AUTHORITY business as may properly be brought
Stockholders in 1997. as marked to the to vote for all before the meeting or any
contrary). nominees listed below. adjournment thereof.

(INSTRUCTION: To withhold authority to / / / / UNLESS OTHERWISE SPECIFIED, THIS PROXY
vote for any individual nominee, write WILL BE VOTED FOR ITEM 1 and, in the
the nominee's name in the space provided discretion of the named proxies, upon
below.) such other business as may properly be
brought before the meeting or any
Dan W. Cook III Laurence E. Hirsch Charles H. Pistor adjournment thereof. By executing this
proxy, the undersigned hereby revokes
________________________________________________ prior proxies relating to the meeting.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT
IS VOTED AT THE ANNUAL MEETING.
Check here for address change
_________ (please note new address at left). / /
|
| Check here if you plan to attend the
| annual meeting of stockholders. / /

Signature(s) ______________________________________________________________ Dated _________________, 1994
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title.

- ------------------------------------------------------------------------------------------------------------------------------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF CENTEX CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE
REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH PROXY CARDS IN THE ENCLOSED
ENVELOPE. PLEASE TEAR OFF AND DISCARD THIS STUB.

- ------------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE /X/ Please mark
NOMINEES IN ITEM 1. your votes
like this
_________________
COMMON 3333 HOLDING CORPORATION

1. Election of directors listed below. FOR all nominees WITHHOLD 2. In their discretion, on such other
listed below (except AUTHORITY business as may properly be brought
as marked to the to vote for all before the meeting or any
contrary). nominees listed below. adjournment thereof.

(INSTRUCTION: To withhold authority to / / / / UNLESS OTHERWISE SPECIFIED, THIS PROXY
vote for any individual nominee, write WILL BE VOTED FOR ITEM 1 and, in the
the nominee's name in the space provided discretion of the named proxies, upon
below.) such other business as may properly be
brought before the meeting or any
J. Stephen Bilheimer Josiah O. Low, III David M. Sherer adjournment thereof. By executing this
proxy, the undersigned hereby revokes
________________________________________________ prior proxies relating to the meeting.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT
IS VOTED AT THE ANNUAL MEETING.
Check here for address change
_________ (please note new address at left). / /
|
| Check here if you plan to attend the
| annual meeting of stockholders. / /

____________________________________________________________________________________________________________________________________
</TABLE>

<PAGE> 30
________________________________________________________________________________

CENTEX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JULY 28, 1994

The undersigned hereby appoints William J Gillilan III and Laurence E. Hirsch
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of Centex to be held
July 28, 1994, or any adjournment thereof, all shares of Common Stock of Centex
Corporation ("Centex") registered in the name of the undersigned at the close
of business on June 15, 1994.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE BALLOT ON
THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE
VOTED FOR ITEM 1. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTER REFERRED TO IN ITEM 2.

By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated July 1, 1994.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS IN THE ENCLOSED ENVELOPE. PLEASE TEAR OFF AND DISCARD THIS STUB.

- --------------------------------------------------------------------------------

3333 HOLDING CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JULY 28, 1994

The undersigned hereby appoints J. Stephen Bilheimer and David M. Sherer
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of 3333 Holding
Corporation ("Holding") to be held July 28, 1994, or any adjournment thereof,
all the beneficial interest of the undersigned in that portion of the 1,000
shares (the "Shares") of Common Stock of Holding registered in the name of
Chemical Bank (the "Nominee") pursuant to that certain Nominee Agreement dated
November 30, 1987 by and among Holding, Centex Corporation ("Centex"), Centex
Development Company, L.P. and the Nominee, at the close of business on June 15,
1994 (the "Record Date"), that the total number of shares of Common Stock of
Centex held by the undersigned on the Record Date (being the number of shares
shown on this proxy beside the name of the undersigned (the "Centex Owned
Shares")) bears to the total number of shares of Centex Common Stock
outstanding on the Record Date. The beneficial interest of the undersigned in
the Shares is thus equal to approximately .000032 multiplied by the number of
the Centex Owned Shares.

By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated July 1, 1994.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

________________________________________________________________________________