CENTEX CORP, DEF 14A, 1995-06-20

CENTEX CORP
DEF 14A, 1995-06-20
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 /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the

Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CENTEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------

/X/ Fee paid previously with preliminary materials.

/ / 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:
N/A
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
- --------------------------------------------------------------------------------
(3) Filing Party:
N/A
- --------------------------------------------------------------------------------
(4) Date Filed:
N/A
- --------------------------------------------------------------------------------

<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. )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the

Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

3333 HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ Fee paid previously with preliminary materials.

<PAGE> 3

CENTEX CORPORATION

AND

3333 HOLDING CORPORATION

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

TO BE HELD JULY 27, 1995

__________________________________

INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CENTEX CORPORATION

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

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

_______________________

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 27, 1995

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 27, 1995, 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 1998.

2. To consider and vote on a proposal to extend until November 30, 2007
the detachment date of warrants to purchase Class B Units of limited
partnership interest in Centex Development Company, L.P.

3. 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 5, 1995 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 attend 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

June 20, 1995

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.

<PAGE> 5
CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 27, 1995

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 27, 1995, 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 June 20, 1995.

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 1998.

(2) To consider and vote on a proposal to extend until November 30,
2007 the detachment date of warrants to purchase Class B Units of limited
partnership interest in Centex Development Company, L.P.

(3) 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 matters set forth in items (1) and (2)
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
AND FOR APPROVAL OF THE DETACHMENT DATE PROPOSAL.

TANDEM SECURITIES

On November 30, 1987, Centex distributed as a dividend (the "Distribution")
to its stockholders (through a nominee, the "Nominee") all of the 1,000 issued
and outstanding shares of common stock, par value $.01 per share ("Holding
Common Stock"), of 3333 Holding Corporation, a Nevada corporation ("Holding"),
and all of the 900 issued and outstanding 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 shares of Holding Common
Stock 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 the Holding Common Stock and the Stockholder Warrants that the
total number of shares of Centex Common Stock held by such stockholder bears to
the

<PAGE> 6

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 the
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.

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.

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 5, 1995. On the
record date, the issued and outstanding capital stock of Centex entitled to
vote at the meeting consisted of 28,149,011 shares of Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per share
upon the election of directors, the detachment date proposal 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; abstentions and, by definition, broker
non-votes will be counted as present for purposes of establishing 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 and for the detachment date proposal
(although broker non-votes on the detachment date proposal will not be voted
for such proposal). 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 $10,000 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 1995 annual meeting, four directors in the class
whose term expires at the 1996 anual

3
<PAGE> 7

meeting and three directors in the class whose term expires at the 1997
annual meeting. At the 1995 annual meeting, three directors are to be elected
to serve until the 1998 annual meeting or 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. 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 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 three nominees.
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

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 1998 annual
meeting. The three nominees named below are currently directors of Centex, who
were elected as directors by Centex Stockholders at the 1992 annual meeting of
stockholders.

CLASS WHOSE TERM EXPIRES AT
THE 1995 ANNUAL MEETING

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ----------------------- -------- -----------
<S> <C> <C> <C>
William J Gillilan III, 49 . . . . President and Chief 1989 Executive
Operating Officer (1)

David W. Quinn, 53 . . . . . . . . Executive Vice President 1989 --
and Chief Financial
Officer (2)

Paul T. Stoffel, 61 . . . . . . . . None (3) 1968 Audit* & Stock Option
</TABLE>

CONTINUING DIRECTORS

All continuing directors listed below were elected by Centex Stockholders to
terms expiring at the annual meetings to be held in 1996 and 1997, except for
Mr. Juan L. Elek, who was elected by the Board of Directors in February 1994,
in accordance with Centex's By-laws.

CLASS WHOSE TERM EXPIRES AT
THE 1996 ANNUAL MEETING

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ------------------------ --------- ----------
<S> <C> <C> <C>
Alan B. Coleman, 66 . . . . . . . . None (4) 1979 Audit & Director
Nominating

Juan L. Elek, 51 . . . . . . . . . None (5) 1995 --

Clint W. Murchison, III, 48 . . . . None (6) 1979 Audit & Compensation

Paul R. Seegers, 65 . . . . . . . . None (7) 1963 Executive* & Director
Nominating*
</TABLE>

<PAGE> 8
CLASS WHOSE TERM EXPIRES AT
THE 1997 ANNUAL MEETING

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ ------------------------ -------- -----------
<S> <C> <C> <C>
Dan W. Cook III, 60 . . . . . . . . None (8) 1993 Compensation*

Laurence E. Hirsch, 49 . . . . . . Chairman of the Board 1985 Executive
and Chief Executive
Officer (9)

Charles H. Pistor, 64 . . . . . . . None (10) 1987 Compensation, Stock Option*
& Director Nominating
</TABLE>
____________________

* Chairman of the Committee

(1) 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 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.

(2) Mr. Quinn has been Executive Vice President and Chief Financial
Officer of Centex since February 1987 and served as a director and
Chairman of the Board of Centex's former banking subsidiary, Texas
Trust Savings Bank, FSB, from December 1988 until December 1994. Mr.
Quinn is also a director of Centex Construction Products, Inc.

(3) Mr. Stoffel is engaged in private investments as his principal
business. Mr. Stoffel is also a director of Business Records
Corporation.

(4) Dr. Coleman has been Caruth Professor of Financial Management Emeritus
at Southern Methodist University ("SMU") since November 1988. Prior
thereto, Dr. Coleman served as Dean of the Business School of SMU from
1975 to 1981 and President of Southwestern Graduate School of Banking
Foundation of SMU from 1981 to 1988.

(5) Mr. Elek is Founder and Co-Chairman of the Mexican investment banking
firm of Elek, Moreno Valle y Associados, where he has served since
1984. From 1978 through 1984, Mr. Elek held various positions with
Banamex Financial Group, including Adjoining Managing Director and
Head of International Banking.

(6) 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.

(7) 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 a director
of Methodist Hospitals of Dallas and Oryx Energy Company.

(8) 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.

(9) Mr. Hirsch has served as Chief Executive Officer of Centex since July
1988 and as Chairman of the Board since July 1991, and he served as
President from March 1985 to July 1991. Mr. Hirsch is also Chairman
of the Board of Directors of Centex Construction Products, Inc. and
is a director of Commercial Metals Corporation and Envoy Corporation.

5
<PAGE> 9

(10) 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.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 1995, 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 $28,500 for fiscal year 1995 (except for Mr. Elek, whose
fee was prorated for the part of the fiscal year in which he served as a
member of the Board), and such directors who are not members of the Stock
Option Committee are eligible to receive stock options. The directors are also
reimbursed for reasonable 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 three times. Each member attended all
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 must be received by Centex not later
than April 26, 1996 for consideration at the 1996 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 one meeting which was attended by all members. Stock Option
Committee members are paid a fee of $1,000 per year.

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

MANAGEMENT

The following table sets forth information as of June 5, 1995 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,054 *

Juan L. Elek . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- *

Timothy R. Eller . . . . . . . . . . . . . . . . . . . . . . . . . . 127,163 *

William J Gillilan III . . . . . . . . . . . . . . . . . . . . . . . 226,700 *

Laurence E. Hirsch . . . . . . . . . . . . . . . . . . . . . . . . . 421,189 1.48%

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

Charles H. Pistor . . . . . . . . . . . . . . . . . . . . . . . . . . 25,700 *

David W. Quinn . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,820 *

Paul R. Seegers . . . . . . . . . . . . . . . . . . . . . . . . . . . 376,695 1.33%

Raymond G. Smerge . . . . . . . . . . . . . . . . . . . . . . . . . . 13,766 *

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

All directors and executive officers
of Centex as a group (13 persons) . . . . . . . . . . . . . . . . . 1,457,336 5.02%

</TABLE>

____________________

* less than 1%

(1) 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 5, 1995 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 -- 5,054 shares;
Mr. Eller -- 124,864 shares; Mr. Gillilan -- 226,648 shares; Mr. Hirsch
-- 41,280 shares; Mr. Murchison -- 30,000 shares; Mr. Pistor -- 20,000
shares; Mr. Quinn -- 40,640 shares; Mr. Seegers -- 100,000 shares;
Mr. Smerge -- 9,128 shares; Mr. Stoffel -- 20,000 shares; and all
directors and executive officers of Centex as a group (13 persons) --
664,054 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 21, "Certain Transactions"). In
addition, this table includes 2,299, 1,659, 980 and 2,538 shares of
Centex Common Stock which may be beneficially owned as of March 31,
1995 by Messrs. Eller, Hirsch, Quinn and Smerge, respectively, and
8,116 shares of Centex Common Stock which may be beneficially owned as
of March 31, 1995 by all directors and executive officers of Centex as
a group (13 persons), pursuant to the Centex Common Stock Fund under
the Profit Sharing and Retirement Plan of Centex Corporation, a
defined contribution plan (the "Profit Sharing Plan").

<PAGE> 11
CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of June 5, 1995 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
---------------------------------------------------
Name and Address of Number Percent
Beneficial Holder of Shares of Class
----------------- --------------- -----------
<S> <C> <C>
FMR Corp. (1) 4,577,672 16.26%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company 1,682,940 5.98%
of America (2)
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>

____________________

(1) Centex has received information from FMR Corp. ("FMR") stating that, as of
June 5, 1995, FMR may be deemed to beneficially own 4,577,672 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 139,584 shares of Centex Common Stock with sole
voting power, 4,577,672 shares of Centex Common Stock with sole
dispositive power and no shares of Centex Common Stock with shared voting
or dispositive power.

(2) Centex has received information from The Prudential Insurance Company of
America ("Prudential") stating that as of June 5, 1995, Prudential may
be deemed to beneficially own 1,682,940 shares of Centex Common Stock,
acquired solely for investment purposes. Prudential stated it held
287,000 shares of Centex Common Stock with sole voting and dispositive
power and 1,395,940 shares of Centex Common Stock with shared voting and
dispositive power.

<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($)(2)
----------------------------- ------ --------------- ------------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
LAURENCE E. HIRSCH, 1995 $515,000 $275,000 -- $ 50,712
Chairman of the Board 1994 490,000 416,500 -- 25,105
and Chief Executive 1993 464,167 330,000 -- 24,261
Officer

WILLIAM J GILLILAN III, 1995 $375,000 $200,000 -- $ 36,806
President and Chief 1994 360,000 305,000 -- 25,221
Operating Officer 1993 340,625 245,000 -- 137,000

TIMOTHY R. ELLER, 1995 $325,000 $250,000 -- $ 31,815
President, Chief Executive 1994 310,000 225,000 -- 25,221
Officer and Chief 1993 295,000 200,000 -- 81,031
Operating Officer of
Centex Real Estate
Corporation

DAVID W. QUINN, 1995 $325,000 $235,000 -- $ 31,693
Executive Vice President 1994 310,000 262,500 -- 25,083
and Chief Financial 1993 290,625 200,000 -- 24,240
Officer

RAYMOND G. SMERGE, 1995 $215,500 $130,000 -- $ 20,912
Vice President, Chief 1994 205,000 165,000 -- 22,008
Legal Officer and 1993 192,083 120,000 -- 115,437
Secretary
</TABLE>

____________________

(1) Cash bonuses for services rendered in fiscal years 1995, 1994 and 1993
have been listed in the year earned, but were actually paid in the
following fiscal year.

(2) 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 Plan. All of such amounts are
fully vested in the recipient. The compensation reported for fiscal
1995 also includes contributions accrued pursuant to the Supplemental
Executive Retirement Plan of Centex (the "SERP"), an unfunded,
non-qualified plan for certain executives of Centex (see "Report of
Compensation Committee and Stock Option Committee on Executive
Compensation"), in the following amounts (which are fully vested in the
following recipients): Mr. Hirsch -- $36,500; Mr. Gillilan --
$22,500; Mr. Eller -- $17,500; Mr. Quinn -- $17,500; and Mr. Smerge
-- $6,550. 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.

<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES UNEXERCISED VALUE OF
ACQUIRED ON VALUE OPTIONS/SARS OPTIONS/SARS AT
EXERCISE(#)(1) REALIZED($)(2) AT FY-END (#) (1) FY-END ($) (4)
-------------- -------------- --------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE(5) UNEXERCISABLE(6)
---- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch -- -- -- (3) 120,000 $ -- $1,410,000
William J Gillilan III -- -- 196,400 154,600 3,309,700 2,499,050
Timothy R. Eller 18,900 194,350 124,864 39,336 2,057,702 698,898
David W. Quinn -- -- 20,000 60,000 283,750 705,000
Raymond G. Smerge 3,000 42,563 5,000 12,000 70,938 141,000
</TABLE>
______________

(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no stock appreciation
rights ("SARs").

(2) Includes a cash bonus paid to the following executive upon the
exercise of certain stock options granted prior to April 1, 1994: Mr.
Smerge -- $10,313.

(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, 1995 of $24.25 per share, and the exercise price of
such options and includes maximum cash bonuses payable in connection
with the exercise of such options at the time of exercise described in
footnotes 5 and 6 below.

(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Gillilan -- $810,900; Mr. Eller -- $685,894, Mr. Quinn -- $68,750;
Mr. Smerge -- $17,188.

(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 -- $926,600; Mr. Eller --
$255,306; Mr. Quinn -- $277,500; and Mr. Smerge -- $55,500.

There were no grants of stock options made during the fiscal year ended
March 31, 1995 to any of the five named executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During the last fiscal year, except as noted below, the Compensation
Committee was composed of Mr. Cook (as Chairman), Mr. Murchison and Mr. Pistor,
and the Stock Option Committee was composed of Mr. Pistor (as Chairman), Mr.
Murchison and Mr. Stoffel. Frank M. Crossen was a director of Centex and
served as Chairman of the Compensation Committee during the previous fiscal
year until he retired from Centex's Board of Directors in July 1994. 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.

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.

<PAGE> 14

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 and contributions under
Centex's SERP which are accrued for the named executive officers and certain
other Centex executives.

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 the base salary
levels for the five named executive officers. In developing salary
compensation amounts for fiscal 1995, 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 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
13. 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. Generally,
incentive bonuses awarded to the named executives for fiscal 1995 were less
than the bonuses awarded in the last fiscal year, reflecting Centex's
operational performance decline during fiscal 1995. During fiscal 1994 Centex
achieved record levels of revenues, operating earnings and net earnings and
ended the year with the highest backlog in company history in the homebuilding,
mortgage banking and contracting and construction services divisions. However,
fiscal 1995 operating results from the

<PAGE> 15

Company's mortgage banking group declined significantly, which more than
offset homebuilding's record level of operating earnings for fiscal 1995 and
resulted in lower operating earnings for Centex compared to the prior year.
Accordingly, the annual incentive bonuses for the named executive officers,
other than Mr. Eller, declined from the prior year.

Long-term Compensation

Although the Stock Option Committee did not grant any stock options to any
of the named executive officers during fiscal 1995, 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 three fiscal years, all of the
options granted to these executive officers during fiscal 1992 were granted
under this performance option program.

At the time of the most recent grants of the performance stock options 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 (although the most recent
grant of contingent performance bonuses to the named executive officers
occurred in fiscal 1992). 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 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.

In fiscal year 1995, the Centex Board approved the SERP for certain
employees participating in the Profit Sharing Plan. Pursuant to the Internal
Revenue Code, the Internal Revenue Service sets a limit (currently $150,000) on
the amount of annual compensation which may be considered in determining, for
the account of an eligible participant, Centex's contribution to the Profit
Sharing Plan. The SERP establishes balances for each participant in an amount
equal to the additional contribution which he or she would have received under
the Profit Sharing Plan had 100% of his or her annual salary been eligible for
a profit sharing contribution. Contributions accrued under the SERP for the
benefit of the named executive officers vest under the same terms and
conditions as the Profit Sharing Plan. Bonuses paid to participants are not
included in making calculations for contributions made or accrued to
recipients' accounts under either the Profit Sharing Plan or the SERP.

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 1995 were consistent with the Compensation Committee's
salary range guidelines and objectives for all officers. The incentive bonus
granted to the Chief

12
<PAGE> 16

Executive Officer for fiscal 1995 was less than the prior fiscal year,
reflecting Centex's operational performance decline during the fiscal year.

In accordance with recently enacted federal income tax legislation,
beginning in 1994, the Internal Revenue Service limited 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
- ---------------------- ----------------------
Dan W. Cook III, Chairman Charles H. Pistor, Chairman
Clint W. Murchison, III Clint W. Murchison, III
Charles H. Pistor Paul T. Stoffel

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, 1995 with the S&P 500 Index and the S&P Homebuilding Index. The
comparison assumes $100 was invested on March 31, 1990 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,
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Centex Corporation $100 $ 89 $127 $168 $165 $130
S&P 500 Index $100 $114 $127 $146 $149 $172
S&P HB Index $100 $108 $163 $180 $189 $142
</TABLE>

<PAGE> 17
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 1995, or written representations from certain reporting
persons, Centex believes that all filing requirements required by Section 16(a)
for fiscal 1995 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.

PROPOSAL TO APPROVE EXTENSION OF THE DETACHMENT DATE OF THE
WARRANTS TO PURCHASE CLASS B UNITS OF LIMITED PARTNERSHIP
INTEREST IN CENTEX DEVELOPMENT COMPANY, L.P.

INTRODUCTION

CDC was formed in March 1987 to manage, develop and sell (i) certain real
estate, principally nonresidential, undeveloped land (the "Original
Properties"), contributed to CDC by certain wholly owned subsidiaries of Centex
(the "Original Limited Partners"), and (ii) other properties acquired by CDC in
the ordinary course of business (the "Additional Properties"). Pursuant to the
Distribution, the Original Limited Partners received an aggregate of 1,000
Class A Units of limited partnership interest in CDC (the "Class A Units") in
exchange for the Original Properties, which at the time of their contribution
to CDC had a market value of approximately $76 million. All of the 1,000 Class
A Units were subsequently acquired, and are currently owned, by Centex Real
Estate Corporation ("CREC"), a wholly owned subsidiary of Centex. The current
ownership structure of CDC is represented by the following diagram. For
additional information concerning the securities issued by CDC, see
"Description of CDC Securities" below.

[DIAGRAM]

<PAGE> 18
Centex formed CDC in order to broaden its line of business to include
general real estate development. Centex believed that this expansion would
improve stockholder value through the generation of value in longer-term real
estate investments, the development of real estate and the benefits of the
partnership form of business. Because the real estate development business
generally requires a longer time horizon to maximize value than Centex's core
homebuilding operations, and typically involves substantial acquisition and
development indebtedness, Centex concluded that this new line of business could
best be conducted through CDC, an independent, publicly traded entity which is
not consolidated with Centex for financial reporting purposes.

CDC has developed and sold several of the Original Properties. In
addition, CDC has acquired, developed and sold Additional Properties, including
two projects in the Orlando, Florida area which were developed into nearly
1,150 residential lots, a portion of a 1,077 acre development in San Clemente,
California which is zoned for residential and commercial development, and the
Timberhill Shopping Center in Sonora, California. Shortly after March 1987,
when CDC was formed, the market for real estate development of the type
contemplated for CDC at its formation began to deteriorate, and for several
years has not been particularly attractive. In fact, soon after CDC was
formed, this market suffered a recession and was heavily saturated for an
extended period of time with depressed properties being disposed of by the
Resolution Trust Corporation, banks and other financial institutions.
Accordingly, new development opportunities have been limited and certain of
CDC's properties have not reached the potential necessary to achieve the
originally targeted objectives required to make the Detachment of the
Stockholder Warrants beneficial or advisable in the opinion of Centex
management. Notwithstanding the foregoing, Centex management continues to
believe that the original purposes for the formation of CDC and the
Distribution remain valid.

Given recent improvement in certain real estate markets and the economy in
general, and in an effort to maximize CDC's potential, CDC management is
evaluating the potential for development of rental apartments, retail
facilities and other types of real estate for investment or sale in certain
strategic markets, either directly or through partnerships or joint ventures
with others. In addition, Centex, through its wholly owned subsidiary, Centex
Service Company, recently committed additional experienced personnel resources
to CDC. Management of Centex and CDC and Holding believe that the existing
relationships between them, including development and general management
assistance, are necessary in order to maximize the potential for these
additional development activities. In order to further enhance the potential
of CDC, the holder of the Class A Units has, subject to the approval of the
Detachment Date Proposal by the Centex Stockholders, agreed to waive all unpaid
Preferred Return (as defined below) through July 1995, which totalled
approximately $36 million as of March 31, 1995 (see "Reasons for the Detachment
Date Proposal -- Class A Units Entitlement to Preferred Return and Unrecovered
Capital"). The Preferred Return to be waived has not been recorded by the
holder of the Class A Units so this waiver will not impact Centex's
consolidated financial statements.

DESCRIPTION OF CDC BUSINESS

In general, the Amended and Restated Agreement of Limited Partnership of
CDC (the "Partnership Agreement") authorizes CDC to engage in all aspects of
the real estate business, provided that all activities related to the Original
Properties must be conducted pursuant to the Plan for Original Properties,
which is an exhibit to the Partnership Agreement (the "Plan"). The Plan
prescribes in general terms the manner by which CDC will conduct its activities
in respect of the Original Properties, including guidelines as to sales,
maintenance and zoning of the Original Properties, and places restrictions on
these and other types of activities, including, in certain instances, the sale
of any Original Property without the consent of CREC. See "Reasons for the
Detachment Proposal -- Contractual Prohibitions" below.

CDC continues to analyze potential uses for certain of the remaining
Original Properties in order to determine the highest and best use that can be
made of the tracts and, if appropriate, seeking zoning changes to accommodate
such uses. If zoning changes are obtained, CDC will decide whether to further
develop these properties or to seek the sale of all or a portion thereof. If
not developed sooner, the Plan provides that CDC will generally endeavor to
sell the Original Properties over time for the best price available, taking
into account the condition of the marketplace and CDC's cash flow requirements.

Pursuant to an agreement with CDC (the "Management Agreement"), Holding is
obligated to provide property management and development assistance and
expertise to CDC, including seeking zoning changes and special use permits,

15
<PAGE> 19

negotiating utility agreements, and securing necessary rights of way and access
on behalf of CDC, and, consistent with the Plan, to develop and/or contract for
sale and sell on behalf of CDC some or all of such properties in exchange for
compensation for its efforts. Since Holding currently does not have any
employees, it contracts with Centex subsidiaries to provide such services to
CDC. Management of CDC believes that CDC receives these services at a cost
below that which unaffiliated third parties would charge for similar services.

Centex and its affiliates continue to conduct many facets of real estate
development and, for this reason, may be in competition with CDC in certain
activities and projects. Because the relationship between Centex and its
affiliates, on the one hand, and Holding, Development and CDC, on the other
hand, involve decisions by Centex and its affiliates, directly or indirectly,
on behalf of Holding, Development and CDC, the transactions and activities of
Holding, Development and/or CDC may lack the benefit of arm's length bargaining
and may involve conflicts of interest. Holding, Development and CDC believe,
however, that adequate safeguards, including Boards of Directors of Holding and
Development consisting of a majority of independent directors, sufficiently
prevent any such conflicts from adversely affecting the business of Holding,
Development or CDC. To the extent that any conflict of interest or the lack of
arm's length bargaining may benefit Centex or its affiliates, on the one hand,
or CDC or Holding, on the other hand, the combined value of the three tandem
traded securities (Centex Common Stock, Holding Common Stock and Stockholder
Warrants) beneficially owned by a Centex Stockholder should not be affected one
way or another (except to the extent that the differential effect of a
transaction were to have additional consequences after Detachment). After a
Detachment (whether in whole or in part), however, the possibility exists that
one entity as opposed to another may realize a benefit or detriment from the
particular decision or transaction, which in turn may have an effect on Centex
Stockholders and the then holders of the Holding Common Stock and the
Stockholder Warrants (or, if the Stockholder Warrants have been exercised, the
Class B Units).

CDC is not a real estate investment trust, and therefore CDC's activities
are not subject to the restrictions imposed on real estate investment trusts
qualified under the Internal Revenue Code of 1986, as amended.

For information concerning recent results of operations and the financial
condition of Centex, see the consolidated financial statements of Centex set
forth on pages 19 through 38, together with the report of Arthur Andersen LLP
thereon dated May 12, 1995 appearing on page 39, of the 1995 Annual Report to
Stockholders of Centex (the "Centex 1995 Annual Report"), "Management's
Discussion and Analysis of Results of Operations and Financial Condition" set
forth on pages 40 through 44 of the Centex 1995 Annual Report and "Summary of
Selected Financial Data" set forth on pages 46 through 47 of the Centex 1995
Annual Report, which information is hereby incorporated herein by reference.

For information concerning recent results of operations and the financial
condition of Holding, Development and CDC, see the consolidated financial
statements of such entities set forth on pages 51 through 58, together with the
report of Arthur Andersen LLP thereon dated May 12, 1995 appearing on page 49,
of the 1995 Annual Report to Stockholders of Holding and CDC (the "Holding/CDC
1995 Annual Report"), "Management's Discussion and Analysis of Results of
Operations and Financial Condition" set forth on page 60 of the Holding/CDC
1995 Annual Report and "Financial Highlights" set forth on page 50 of the
Holding/CDC 1995 Annual Report, which information is hereby incorporated herein
by reference.

For additional information concerning material properties owned by CDC at
March 31, 1995, see "Description of CDC Properties" below.

DESCRIPTION OF CDC PROPERTIES

The remaining Original Properties and the Additional Properties consist of
properties located in Illinois, Texas, New Jersey, Florida and California.
Such properties predominantly consist of undeveloped sites zoned for light
industrial, agricultural, general retail, office industrial, business park,
research and development and single- and multi- family residential property
purposes.

At March 31, 1995, there were four remaining Original Properties and one
Additional Property owned by CDC of material value. Set forth below is a brief
description, including the present zoning therefor, of such properties.

<PAGE> 20

COLONY SOUTH PLANNING UNIT. Colony South Planning Unit is an Original
Property and is located in suburban Dallas, Texas in the cities of The Colony
(approximately 520 acres) and Lewisville (approximately 152 acres). The Colony
acreage is zoned office, general retail, business park and residential. The
Lewisville acreage is zoned light industrial.

EAST WINDSOR. East Windsor is an Original Property comprising
approximately 600 acres with four separate residential tracts, 13 farm parcels
and 100 acres of office industrial zoned property in East Windsor, New Jersey,
a township located in the vicinity of Princeton. The residential tracts have
final plan approval for a total of 75 half-acre lots and 174 quarter-acre lots
and preliminary plan approval for 426 multi-family units. Forty eight of the
quarter-acre lots have been sold to CREC, which has a contract with CDC to
purchase the remaining 126. The farm parcels vary in size from 11 to 35 acres
and total 313 acres.

BRYAN PLACE. Bryan Place is an Original Property and is located in Dallas,
Texas just east of downtown and Central Expressway. It is comprised of 28
non-contiguous parcels zoned office, commercial, retail and residential ranging
from approximately 2,000 square feet to 80,000 square feet. The total area of
the property is approximately 622,000 square feet.

CARROLLTON PROPERTY. The Carrollton Property is an Original Property
located in the City of Carrollton, a suburb of Dallas, Texas. This property
consists of one office and five fabrication-warehouse buildings on
approximately 17 acres, zoned industrial, with a rail spur.

FORSTER RANCH. Forster Ranch, located in San Clemente, California, is an
Additional Property that included 1077 acres when it was purchased in March
1989. CDC's Development Agreement with the City of San Clemente allows a
series of residential villages containing a total of approximately 2,200 lots
and 78 acres of mixed use property. As of March 31, 1995, 580 of these lots
had been sold to CREC and 21 acres of mixed use property had been sold to other
entities. CDC has entered an agreement with the holder of the Forster Ranch
non-recourse purchase money notes that may result in the transfer of the real
estate to it in satisfaction of the debt, a portion of which is past due. The
lender in turn may sell the real estate to CREC pursuant to an agreement
between them.

RECENT WRITE-DOWN OF PROPERTIES. In March 1995, CDC recorded a pre-tax
adjustment to reduce the book value of certain properties in the amount of
approximately $15,500,000 to reflect CDC's view that development activity has
not reached anticipated levels during the current economic cycle in order to
continue to support the historical carrying value of such properties. This
adjustment results in carrying values that will facilitate a nearer-term
disposition or development of these properties. A substantial portion of the
adjustment related to the book values of the Colony South Planning Unit and
Bryan Place properties. Because reserves had been previously estabished by
Centex for this contingency, the adjustment had no impact on Centex's
consolidated balance sheet or results of operations.

DESCRIPTION OF CDC SECURITIES

The limited partnership units of CDC are divided into two classes -- Class
A Units and Class B Units. All the Class A Units are held by CREC. No Class B
Units have been issued.

The Stockholder Warrants entitle the holders thereof to purchase Class B
Units. The Stockholder Warrants are not exercisable prior to their Detachment
(as hereafter defined). Upon a Detachment, however, the Stockholder Warrants
which are detached may be exercised by the holders thereof at any time during
the 90-day period commencing on the date of Detachment (the "Warrant Detachment
Date") (or commencing on such later date, not later than 90 days after such
Warrant Detachment Date, as Development shall designate) and, if exercised,
shall be deemed to have been exercised on the last day of such 90-day period.
Each Stockholder Warrant will be exercisable for one Class B Unit at the then
applicable exercise price. In order to facilitate the Detachment of the
Stockholder Warrants, Development may subdivide the Stockholder Warrants into
such greater number as it shall deem appropriate, and the exercise price,
presently $500 per Class B Unit, will be proportionately reduced. It is
presently anticipated that Development would subdivide the Stockholder Warrants
into such greater number of whole Stockholder Warrants as shall be equal to the
number of shares of Centex Common Stock outstanding at the time of Detachment.

17
<PAGE> 21

Pursuant to the terms of the Nominee Agreement, Centex may terminate the
Nominee Agreement in its sole discretion as to all or any portion of the
Stockholder Warrants and the Holding Common Stock (collectively, the "Deposited
Securities") and, unless sooner terminated, the Nominee Agreement will
terminate as to the Stockholder Warrants on November 30, 1997 (the "Scheduled
Detachment Date"), unless such date is extended by the vote of the Centex
Stockholders (the "Extended Detachment Date"). Centex is not obligated to
terminate the Nominee Agreement as to the Holding Common Stock. The
termination of the Nominee Agreement as to any of the Deposited Securities will
cause a detachment ("Detachment") of such securities from the Centex Common
Stock. Upon a termination of the Nominee Agreement, certificates evidencing
each Centex Stockholder's pro rata portion of the Deposited Securities in
respect of which the Nominee Agreement was terminated will be delivered to the
Centex Stockholders of record as of the record date set for the Detachment.
From and after such record date, certificates evidencing Centex Common Stock
will no longer represent the beneficial interest in the detached Deposited
Securities.

As part of the Distribution, Centex acquired from CDC 100 warrants (the
"Centex Class B Unit Warrants") to purchase a like number of Class B Units,
subject to adjustment. The Centex Class B Unit Warrants are generally in the
same form as, and contain the same terms as, the Stockholder Warrants, except
for the manner in which they may be subdivided (and the corresponding exercise
price) and the applicable exercise period. The Centex Class B Unit Warrants
were issued to Centex in order to permit Centex to provide the right to acquire
Class B Units to persons who may on the record date set for Detachment of
Deposited Securities own options to purchase, or securities which are
convertible into, Centex Common Stock. However, Centex is under no obligation
to sell or transfer any of these warrants or the securities issuable upon
exercise thereof to any person or persons.

Under the Partnership Agreement, the holder of the Class A Units is
entitled to receive substantially all of the cash distributed by CDC until
Payout (as defined below). Prior to Payout, all of CDC's cash will be
distributed (i) first, to the holder of the Class A Units in an amount equal to
a 9% per annum cumulative preferred return (the "Preferred Return") on the
outstanding difference from time to time between the aggregate value of the
Original Properties (at the time of contribution to CDC) and the aggregate cash
distributions previously received by the holder of the Class A Units with
respect thereto (the "Unrecovered Capital"), (ii) second, to the partners of
CDC in an amount sufficient to pay certain income taxes attributable to their
respective interests in CDC, and (iii) third, to the holder of the Class A
Units to reduce Unrecovered Capital. After Payout, CDC cash will be distributed
in the percentages of 1% to Development (as general partner) and 99% to the
limited partners. Under the Partnership Agreement, payout ("Payout") is deemed
to occur at the point when the holder of the Class A Units has received cash
distributions, in addition to the Preferred Return and distributions made to it
with respect to income taxes, equal to the value of the Original Properties at
the time of their contribution. CDC has not made any payment to the holder of
the Class A Units with respect to the Preferred Return during the last five
fiscal years. See "Reasons for the Detachment Date Proposal -- Class A Units
Entitlement to Preferred Return and Unrecovered Capital".

As of the date on which the Stockholder Warrants are deemed to have been
exercised, the Class A Units will be automatically converted into (i) a number
of Class B Units equal to 20% of the total number of Class B Units that would
be outstanding after conversion based on the actual exercise of the Stockholder
Warrants and the assumed exercise of all the then exercisable Centex Class B
Unit Warrants and (ii) a like number of Class A Units. The Class A Units will
be automatically cancelled upon Payout and the exercise and/or expiration of
all the Stockholder Warrants and the Centex Class B Unit Warrants.

THE PROPOSAL TO EXTEND THE DETACHMENT DATE

Unless sooner terminated, the Nominee Agreement will terminate as to the
Stockholder Warrants on the Scheduled Detachment Date (November 30, 1997),
unless such date is extended by the vote of the Centex Stockholders. For the
reasons discussed below, the Board of Directors of Centex has declared it
advisable and recommends that the holders of Centex Common Stock adopt a
proposal (the "Detachment Date Proposal") to extend the Scheduled Detachment
Date of the Stockholder Warrants to November 30, 2007 (the "Proposed Extended
Detachment Date").

18
<PAGE> 22
REASONS FOR THE DETACHMENT DATE PROPOSAL

The following is a description of the reasons why the Board of Directors of
Centex has declared it advisable and recommends that the holders of Centex
Common Stock adopt the Detachment Date Proposal.

RECESSION IN REAL ESTATE MARKET. Shortly after March 1987, when CDC
was formed, the market for real estate development of the type contemplated for
CDC at its formation began to deteriorate, and for several years has not been
particularly attractive. In fact, soon after CDC was formed, this market
suffered a recession and was heavily saturated for an extended period of time
with depressed properties being disposed of by the Resolution Trust
Corporation, banks and other financial institutions. Accordingly, new
development opportunities have been limited and certain of CDC's properties
have not reached the potential necessary to achieve the originally targeted
objectives required to make the Detachment of the Stockholder Warrants
beneficial or advisable in the opinion of Centex management. Notwithstanding
the foregoing, Centex management continues to believe that the original
purposes for the formation of CDC and the Distribution remain valid.

CLASS A UNITS ENTITLEMENT TO PREFERRED RETURN AND UNRECOVERED CAPITAL.
Pursuant to the Partnership Agreement, CREC, as the holder of the Class A
Units, is entitled to receive substantially all of the cash distributed by the
Partnership until Payout. Under the Partnership Agreement, Payout will not
occur until such time as the holder of Class A Units has received cash
distributions, in addition to the Preferred Return and distributions made to it
with respect to income taxes, equal to the $76 million value of the Original
Properties at their time of contribution. If the Detachment Date Proposal is
approved, the above $76 million amount will be reduced to approximately $47.3
million for purposes of computing Payout. CDC has not made any payment to the
holder of the Class A Units with respect to the Preferred Return during the
last five fiscal years. Preference payments in arrears at March 31, 1995
amounted to approximately $36 million. Based on the current value of CDC's
properties, Payout could not be achieved if Detachment were to occur on the
Scheduled Detachment Date because the values of CDC's properties (if
liquidated) would be insufficient to fund CREC's right to receive all
arrearages of Preferred Return and Unrecovered Capital. As a result, should
Detachment occur on the Scheduled Detachment Date, there can be no assurance
that any independent market for the Class B Units will develop or be sustained.
Furthermore, in order for the Class B Units to have value after a Detachment,
property values of CDC's properties (now owned and hereafter acquired) will
need to appreciate significantly so as to enable CDC to fund the arrearages of
Preferred Return and Unrecovered Capital owed by CDC to CREC. There can be no
assurance, however, that CDC's properties and operations will generate adequate
cash flow by the Proposed Extended Detachment Date. Subject to approval of the
Detachment Date Proposal by the Centex Stockholders, the holder of the Class A
Units has agreed to waive all unpaid Preferred Return through July 1995.
Contingent upon the approval of the Detachment Date Proposal, the preference
payments will equal approximately $1.06 million per quarter subsequent to such
approval. However, even with such waiver, there can be no assurance that CDC's
properties will generate adequate cash flow by the Proposed Extended
Detachment Date to achieve Payout.

POTENTIAL BREACH OF PARTNERSHIP AGREEMENT. Pursuant to the Partnership
Agreement, immediately prior to the exercise of the Stockholder Warrants, CDC
must make cash distributions (a) to the holder of the Class A Units in an
amount sufficient to cause Payout and (b) to Development, as general partner,
and the holder of the Class A Units, equal to the balance of their respective
capital accounts. As discussed above, CDC has not made any payment to the
holder of the Class A Units with respect to the Preferred Return during the
last five fiscal years. Based on the current value of CDC's properties, Payout
could not be achieved if Detachment were to occur on the Scheduled Detachment
Date because the value of CDC's properties (if liquidated) would be
insufficient to achieve Payout.

BENEFITS OF MANAGEMENT AND SERVICES AGREEMENTS. CDC currently does not
have any employees. As described above, pursuant to the Management Agreement,
Holding is obligated to provide property management and development assistance
and expertise to CDC for which Holding contracts with Centex subsidiaries to
provide such management services. In addition, Holding has entered into a
services agreement with a Centex subsidiary to provide Holding with certain,
tax, accounting and other similar services. Management of CDC believes that
the Centex subsidiaries provide CDC with such services at a cost below that
which CDC would need to pay an unaffiliated third party to obtain similar
services. While there is no guarantee that the Centex subsidiaries will
continue to provide such services to CDC with or without Detachment,

<PAGE> 23

should the Detachment Date Proposal not be approved by the Centex Stockholders,
Centex would have less incentive to continue this arrangement. If the Centex
subsidiaries were to stop providing such services there can be no assurance
that CDC would be able to procure comparable services from a third party at the
current cost.

LACK OF LIQUIDITY AND CASH FLOW FROM OPERATIONS. Because CDC's assets
consist of illiquid properties which are generally held by CDC for long periods
of time in order to maximize values through the development process, CDC does
not always, in the ordinary course of its business, generate an adequate amount
of cash flow to fund its operations. As a result, CDC has in the past sold
portions of particular tracts as a source of additional cash flow, which
historically, together with cash flow from sales of property in the ordinary
course of business, has been enough to support CDC's operating costs.
Management believes that CDC's cash flow position has in large part been
enhanced by CDC's relationship with Centex. Although there is no guarantee
that the Centex subsidiaries will continue to provide such services to CDC with
or without Detachment, should the Detachment Date Proposal not be approved by
the Centex Stockholders and should Centex then decide not to continue providing
such services to CDC at a cost below market value (resulting in higher costs to
CDC for such services), there can be no assurance that CDC's historical cash
flow would be adequate to support CDC's operating costs. In order to meet any
additional cash flow requirements, CDC may be forced to sell properties prior
to the time that it may otherwise have done so, thereby losing the benefit of
potential appreciation and orderly liquidation.

CONTRACTUAL PROHIBITIONS. The Plan prohibits CDC from selling without the
prior consent of CREC any Original Property for a price which is less than the
value at which such Original Property was contributed to CDC plus a portion of
the Preferred Return related thereto, as adjusted to take into account the
transactions contemplated hereby. This prohibition would continue even if the
Detachment Date Proposal is not approved by the Centex Stockholders and
Detachment occurs on the Scheduled Detachment Date, and would continue to
restrict CDC's ability to sell more property as a source of additional cash
flow to fund its operations.

LACK OF INDEPENDENT FINANCING. Because CDC's operations currently generate
little cash flow, CDC must incur debt in order to purchase additional
properties or to develop its existing properties. In the past, CDC believes it
has been able to obtain more favorable financing terms than it otherwise could
have received as a result of its relationship with Centex. Accordingly, if CDC
were to lose the benefits of its relationship with Centex, there is no
assurance that with its asset base CDC would be able to obtain the necessary
financing that may be needed to purchase additional properties or to develop
its existing properties.

PRINCIPAL EFFECTS OF THE DETACHMENT DATE PROPOSAL

EXTENSION OF SCHEDULED DETACHMENT DATE. If the Detachment Date Proposal is
approved by the Centex Stockholders, the only effect on the terms of the
Deposited Securities will be that the Scheduled Detachment Date will be
extended with respect to the Stockholders Warrants to November 30, 2007. As a
result, the Stockholder Warrants would continue to be tradeable in tandem with,
and as a part of, the Centex Common Stock until the Proposed Extended
Detachment Date, and, assuming that the Holding Common Stock is not detached,
the Centex Stockholders would continue to hold just one security, the Centex
Common Stock, as opposed to two securities -- the Centex Common Stock and the
Stockholder Warrants (or, when the Stockholder Warrants have been exercised,
Class B Units). As previously described, while Centex has the ability to cause
Detachment of the Stockholder Warrants (and the Holding Common Stock) at any
time, Centex has no present intention to do so. Accordingly, such holders will
continue to be unable to increase or decrease their respective holdings in
either of the two entities without affecting their holdings in the other. This
may conflict with the investment objectives of Centex Stockholders generally or
Centex Stockholders who desire to invest separately in Centex and/or CDC.

It is unknown whether approval of the Detachment Date Proposal would have
any effect on the market price of the Centex Common Stock. Furthermore, if
Detachment occurred, it is unknown as to whether or not the sum of the market
value of the Centex Common Stock and the Stockholder Warrants (or the Centex
Common Stock and the Class B Units) would be higher or lower than the price of
Centex Common Stock immediately prior to Detachment when such securities were
still being traded in tandem.

<PAGE> 24

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. There are no material
federal income tax consequences to Centex Stockholders as a result of an
extension of the Scheduled Detachment Date.

RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE

The affirmative vote of the holders of record of a majority of the
outstanding shares of Centex Common Stock present in person or by proxy and
entitled to vote thereon at the Annual Meeting is required to approve the
Detachment Date Proposal. Accordingly, abstentions and broker non-votes will
have the same effect as a vote against the Detachment Date Proposal. The Board
of Directors of Centex unanimously recommends that Centex Stockholders vote FOR
the approval of the Detachment Date Proposal.

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 Centex which he has served in
various executive capacities for over 30 years. In July 1991, the term of Mr.
Seegers' 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 Centex
as the Chairman of the Executive Committee and as a consultant. On February 1,
1995, Centex and Mr. Seegers entered into a consulting agreement to replace his
amended employment agreement. Under the consulting agreement, Mr. Seegers will
receive $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 with 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, 1995: Mr. Hirsch -- $530,000; Mr.
Gillilan -- $386,500; and Mr. Quinn -- $335,000.

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 September 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% per annum.

In May 1985, Centex approved the issuance and sale to Mr. Hirsch of a
Centex debenture in the principal amount of $2,100,000. The debenture was to
mature in March 1995. During such month, Centex and Mr. Hirsch amended the
terms of the debenture to extend its maturity date from March 1995 to March
2000. The debenture bears interest at a fluctuating rate equal to the lesser
of the rate of interest on the bank loan described below or the highest lawful
rate that Centex may pay. 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 two-for-one stock
split of Centex Common Stock effected in August 1992). 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. The note
evidencing Mr. Hirsch's indebtedness made under this bank loan permits Mr.
Hirsch to elect an interest rate from time to time equal to either the prime
rate of NationsBank of Texas, N.A. or the London Interbank Offered Rate plus 1
1/2%.

<PAGE> 25

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Centex's independent public accountants for
the fiscal year ended March 31, 1995 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 LLP as Centex's independent public
accountants for the current year.

Representatives of Arthur Andersen LLP 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 1996 annual meeting of stockholders is scheduled to be held on
July 25, 1996. 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
February 21, 1996.

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, 1995, INCLUDING
THE FINANCIAL STATEMENTS, 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

June 20, 1995

<PAGE> 26

3333 HOLDING CORPORATION
3333 LEE PARKWAY
DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 27, 1995

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 27, 1995, at 10:00 A.M. (C.D.T.) for the
following purposes:

1. To elect a Board of three directors to serve until the next annual
meeting of stockholders or 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 attend the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas

June 20, 1995

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.

<PAGE> 27

3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 27, 1995

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 27, 1995, 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
June 20, 1995.

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 meeting of stockholders or 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 of the 1,000 issued and outstanding shares of Holding common
stock, par value $ .01 per share ("Holding Common Stock"), and all of the 900
issued and outstanding 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.

<PAGE> 28

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 the 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 5, 1995. 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 $10,000 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.

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 or until his successor shall have been
elected and qualified, subject to removal by the vote of the holders

<PAGE> 29

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 1994 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, 63 . . . . . . . . President (1) 1989 --

Josiah O. Low, III, 56 . . . . . . . . . None (2) 1987 Audit

David M. Sherer, 58 . . . . . . . . . . . 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. Mr. Bilheimer is also a director of Development.

(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, 1995, the Board of Directors
held two meetings which were 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, 1995, the Audit Committee
held one meeting which was attended by all members. Audit Committee members
receive no fee for serving on the committee.

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

<PAGE> 30
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of June 5, 1995
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 . . . . . . . . . . . -- **

Roger D. Sefzik . . . . . . . . . . . . . -- **

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

All directors and executive officers
as a group (5 persons) . . . . . . . . -- **

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

FMR Corp. (3) . . . . . . . . . . . . . . 163 16.26%

The Prudential Insurance Company of
America (4) . . . . . . . . . . . . . 60 5.98%
</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 being beneficially owned has been rounded to the
nearest whole share.

(2) Centex, whose address is 3333 Lee Parkway, Dallas, Texas 75219, owns
beneficially and of record warrants (the "Centex Holding Stock
Warrants") to purchase 100 shares of Holding Common Stock (subject
to an 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"), 82
Devonshire Street, Boston, Massachusetts 02109, stating that, as of
June 5, 1995, FMR may be deemed to beneficially own 4,577,672 shares
of Centex Common

<PAGE> 31

Stock (and therefore to own a beneficial interest in 163 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 139,584 shares of Centex Common
Stock with sole voting power (and therefore held a beneficial
interest in 5 shares of Holding Common Stock with sole voting
power), 4,577,672 shares of Centex Common Stock with sole
dispositive power (and therefore held a beneficial interest in 163
shares of Holding Common Stock with sole dispositive power) and no
shares of Centex Comon Stock with shared voting or dispositive power
(and therefore held a beneficial interest in no shares of Holding
Common Stock with shared voting or dispositive power).

(4) Centex has received information from The Prudential Insurance
Company of America ("Prudential"), Prudential Plaza, Newark, New
Jersey 07102-3777, stating that as of June 5, 1995, Prudential may
be deemed to beneficially own 1,682,940 shares of Centex Common
Stock (and therefore to own a beneficial interest in 60 shares of
Holding Common Stock), acquired solely for investment purposes.
Prudential stated it held 287,000 shares of Centex Common Stock with
sole voting and dispositive power (and therefore held a beneficial
interest in 10 shares of Holding Common Stock with sole voting
and dispositive power) and 1,395,940 shares of Centex Common Stock
with shared voting and dispositive power (and therefore held a
beneficial interest in 50 shares of Holding Common Stock with
shared voting and dispositive power).

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, 1995. 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 1995
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 1995, 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, along with Joseph J. Arcisz (who became a Vice President of
Holding and its subsidiary on March 10, 1995), 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 Service Company, a
Nevada corporation and a wholly owned subsidiary of Centex ("CSC"), pursuant to
the management agreement described above and are therefore compensated by CSC.
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 most highly compensated 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, 1995 $212,000 $45,000 $53,986
President 1994 206,000 55,000 56,953
1993 200,000 40,000 36,450

ROGER D. SEFZIK, 1995 $ 97,700 $20,000 $ 9,308
Vice President and 1994 94,100 15,000 10,097
Treasurer 1993 90,500 15,000 9,668
</TABLE>

______________

<PAGE> 32

(1) Cash bonuses for services rendered in fiscal years 1995, 1994 and 1993 have
been listed in the year earned, but were actually paid in the following
fiscal year.

(2) Except as noted below, amounts represent 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 amount is fully vested in the recipient. The
compensation for Mr. Bilheimer for fiscal 1995 also includes a contribution
accrued pursuant to the Supplemental Executive Retirement Plan of Centex
Corporation in the amount of $6,200, which accrued amount is fully vested
in Mr. Bilheimer. Compensation for Mr. Bilheimer for 1995, 1994 and 1993
also includes annual payments made as a result of termination of the
Management Security Plan of Centex Corporation in the amounts of $33,405,
$34,818 and $15,042, respectively.

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

<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF
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 -- -- 11,856 17,744 $287,508 $430,292
Roger D. Sefzik -- -- 3,000 -- 29,625 --
</TABLE>
______________

(1) Amounts set forth in the table reflect the number and value of shares and
options only, as Centex has no program covering stock appreciation rights
("SARs").

(2) Represents the difference between the closing price of Centex Common Stock
on March 31, 1995 of $24.25 per share, and the exercise price of such
options and includes maximum cash bonuses payable in connection with
the exercise of such options at the time of exercise described in
footnotes 3 and 4 below.

(3) Amount for Mr. Bilheimer includes maximum cash bonuses of $100,776 payable
in connection with the exercise of stock options at the time of exercise.

(4) Amount for Mr. Bilheimer includes maximum cash bonuses of $150,824 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, 1995 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
CSC. See "Executive Compensation". So long as the executive officers of
Holding are compensated by CSC 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.

<PAGE> 33

PERFORMANCE GRAPH

As described in "Tandem Securities" on pages 24 and 25, 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 13 of the Centex Proxy Statement.

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 1995, or written representations from certain reporting
persons, Holding believes that all filing requirements required by Section
16(a) for fiscal 1995 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 1995.

CDC has entered into an agreement with Holding to provide management
services to CDC in connection with the development, operation and maintenance
of CDC property and other administrative services. Management fees and
reimbursable costs totaling $922,000 were incurred under this agreement during
fiscal year 1995. Additionally, in fiscal 1995, CDC paid to a Centex subsidiary
$785,000 for management fees accrued but not paid as of March 31, 1994 in
connection with a similar management agreement.

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 1995, bears interest, payable quarterly, at
the prime rate of interest of NationsBank of Texas, N.A. ("NationsBank") plus 1%
(10% at June 5, 1995). As of June 5, 1995, the outstanding principal balance of
the Holding Note was $5,445,000. 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 $611,000 for fiscal year 1995.

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%
(9 7/8% at June 5, 1995). As of June 5, 1995, the outstanding principal
balance of the CREC Note was $7,700,000. The CREC Note matures on April 30,
1996. Fiscal year 1995 interest income on the CREC Note totaled $680,000.

<PAGE> 34

In fiscal year 1995, CDC sold to CREC certain tracts of land for $5,423,000
and has agreements to purchase an additional 276 lots from CDC.

CREC has guaranteed a bank line of credit for CDC (currently $5,000,000) to
utilize in conjunction with development of lots to be sold to CREC. This line
of credit, which had an outstanding balance of $1,539,000 at June 5, 1995, bears
interest at LIBOR plus 3/4% (6 3/4% at June 5, 1995), is unsecured. 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 in the summer of
1995 in satisfaction of the non-recourse debt subject to the completion of
certain revisions to existing development approvals.

CDC owns property in the City of Carrollton, a suburb of Dallas, Texas,
which consists of one office and five fabrication-warehouse buildings on
approximately 17 acres. CDC leases this property to CREC pursuant to a
five-year lease terminating on March 31, 1998. For fiscal 1995, CDC received
rent from CREC for this property in the amount of $200,000.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Holding's independent public accountants for
the fiscal year ended March 31, 1995 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 LLP as Holding's independent public accountants for the current year.

STOCKHOLDER PROPOSALS

Holding's 1996 annual meeting of stockholders is scheduled to be held on
July 25, 1996. 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
February 21, 1996.

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, 1995, INCLUDING
THE FINANCIAL STATEMENTS, 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

June 20, 1995

<PAGE> 35

CENTEX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JULY 27, 1995

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 Corporation
("Centex") to be held July 27, 1995, or any adjournment thereof, all shares of
Common Stock of Centex registered in the name of the undersigned at the close
of business on June 5, 1995.

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 AND ITEM 2. THE PROXIES WILL USE THEIR DISCRETION WITH
RESPECT TO ANY MATTER REFERRED TO IN ITEM 3.

By execution of this proxy, you hereby acknowledge receipt herewith of Notice
of Meeting and Proxy

Statement dated June 20, 1995.

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 27, 1995

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 27, 1995, 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
5, 1995 (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 .0000356 multiplied by the number
of the Centex Owned Shares.

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 June 20, 1995

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

<PAGE> 36

The Board of Directors recommends that you CENTEX CORPORATION
vote FOR the election of all the nominees
in Item 1 and for the proposal in Item 2.

1. Election of directors listed to the right (INSTRUCTION: To withhold authority to vote for any individual nominee,
to serve until the Annual Meeting of write the nominee's name in the space provided below.)
Stockholders in 1998.
William J Gillilan III, David W. Quinn, Paul T. Stoffel

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right.
[ ] [ ]
-----------------------------------------------------------------------
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL
MEETING.

2. To extend until November 30, 2007 the
detachment date of warrants to purchase
Class B Units of limited partnership inter-
est in Centex Development Company, L.P.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2
3. In their discretion, on such other business as may AND, IN THE DISCRETION OF THE NAMED PROXIES, UPON SUCH OTHER BUSINESS AS
properly be brought before the meeting or any MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
adjournment thereof. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES
RELATING TO THE MEETING.

Dated: ,1995
-----------------------------------------------------------

----------------------------------------------------------------
Signature

----------------------------------------------------------------
Signature
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
</TABLE>

The Board of Directors recommends that you 3333 HOLDING CORPORATION
vote FOR the election of all the nominees
in Item 1.

1. Election of directors listed to the right. (INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name in the space provided below.)

J. Stephen Bilheimer, Josiah O. Low, III, David M. Sherer
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right.
[ ] [ ]

------------------------------------------------------------------------
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL
2. In their discretion, on such other business as may MEETING.
properly be brought before the meeting or any
adjournment thereof.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND, IN
THE DISCRETION OF THE NAMED PROXIES, UPON SUCH OTHER BUSINESS AS MAY
PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. BY
EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES
RELATING TO THE MEETING.

Dated: , 1995
----------------------------------------------------------

------------------------------------------------------------------------
Signature

------------------------------------------------------------------------
Signature
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
</TABLE>