CENTEX CORP, DEF 14A, 1998-06-24

CENTEX CORP
DEF 14A, 1998-06-24
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<PAGE> 1
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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 Rule 14a-11(c) or Rule 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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

2) Aggregate number of securities to which transaction applies:

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

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

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] 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:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

65
<PAGE> 2
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

2) Aggregate number of securities to which transaction applies:

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

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

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

65
<PAGE> 3
CENTEX CORPORATION

AND

3333 HOLDING CORPORATION

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

TO BE HELD JULY 23, 1998

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

INDEX

PAGE
----
CENTEX CORPORATION

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

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders................................ 18
Proxy Statement......................................................... 19

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

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
2728 N. HARWOOD
DALLAS, TEXAS 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 23, 1998

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 23, 1998, 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 2001.

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

The Board of Directors has fixed the close of business on May 29, 1998 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
Executive Vice President, Chief Legal
Officer and Secretary

Dallas, Texas
June 25, 1998

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.

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<PAGE> 5

CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 23, 1998

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 23, 1998, and at any adjournment thereof. The mailing
address of the executive offices of Centex is 2728 N. Harwood, Dallas, Texas
75201. The approximate date on which this proxy statement and accompanying proxy
were first sent to stockholders was on or about June 25, 1998.

PURPOSES OF THE MEETING

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

(1) Election of three directors comprising the class of directors to
serve until the Annual Meeting of Stockholders in 2001.

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

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

RECOMMENDATION OF THE BOARD OF DIRECTORS

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

TANDEM SECURITIES

On November 30, 1987, Centex distributed as a dividend (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
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

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<PAGE> 6

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 May 29, 1998. At the
close of business on the record date, the issued and outstanding capital stock
of Centex entitled to vote at the meeting consisted of 59,555,506 shares of
Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per share
upon the election of directors and each other matter that may be properly
brought before the meeting or any adjournment thereof. Neither the Articles of
Incorporation nor the By-laws of Centex provide for cumulative voting rights.
The presence at the meeting, in person or by proxy, of a majority of the
outstanding shares of Centex Common Stock is necessary to constitute a quorum,
abstentions and, by definition, broker non-votes will be counted as present for
the purpose 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. 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 is 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, 2728 N. Harwood, Dallas, Texas 75201;
however, no such revocation will 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 $8,500 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.

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<PAGE> 7

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

MANAGEMENT

The following table sets forth information as of May 29, 1998 with respect
to the beneficial ownership of shares of Centex Common Stock by each director,
nominee for election to the Board of Directors and each current (and one former)
executive officer named in the Summary Compensation Table under "Executive
Compensation," individually itemized, and by all directors and current (and one
former) executive officers of Centex as a group (12 persons). 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 ................................. 88,280 *
Dan W. Cook III ................................. 36,280 *
Juan L. Elek .................................... 34,280 *
Timothy R. Eller ................................ 168,694 *
William J Gillilan III .......................... 104(2) *
Laurence E. Hirsch .............................. 1,125,441 1.87%
Clint W. Murchison, III ......................... 110,502 *
Charles H. Pistor ............................... 56,474 *
David W. Quinn .................................. 423,526 *
Paul R. Seegers ................................. 578,982 *
Raymond G. Smerge ............................... 57,618 *
Paul T. Stoffel ................................. 191,084 *
All directors and named executive officers
of Centex as a group (12 persons) ............. 2,869,265 4.69%
</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 May 29, 1998 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 -- 74,280 shares; Mr. Cook -- 34,280 shares;
Mr. Elek -- 34,280 shares; Mr. Eller -- 163,400 shares; Mr. Hirsch --
368,520 shares; Mr. Murchison -- 14,280 shares; Mr. Pistor -- 34,280
shares; Mr. Quinn -- 419,960 shares; Mr. Seegers -- 14,280 shares; Mr.
Smerge -- 52,840 shares; Mr. Stoffel -- 34,280 shares; and all
directors and executive officers of Centex as a group (12 persons) --
1,244,680 shares. Total shown for Mr. Hirsch includes 400,000 shares
covered by a conversion right pursuant to the terms of a Centex
subordinated debenture (see "Certain Transactions"). In addition, this
table includes approximately 5,294, 4,421, 3,166 and 1,778 shares of
Centex Common Stock which may be

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<PAGE> 8

beneficially owned as of March 31, 1998 by Messrs. Eller, Hirsch, Quinn
and Smerge, respectively, and approximately 14,659 shares of Centex
Common Stock which may be beneficially owned as of March 31, 1998 by
all directors and executive officers of Centex as a group (12 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").

(2) Mr. Gillilan resigned as a director and officer of Centex effective
December 31, 1997.

CERTAIN BENEFICIAL OWNERS

The following table sets forth information 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. All amounts shown have been
adjusted to reflect the two-for-one stock split effective March 2, 1998.

<TABLE>
<CAPTION>
CENTEX
COMMON STOCK
NAME AND ADDRESS -----------------------------------
OF BENEFICIAL HOLDER NUMBER OF SHARES PERCENT OF CLASS
- -------------------- ---------------- ----------------
<S> <C> <C>
Sanford C. Bernstein & Co., Inc.(1)................... 2,953,404 4.96%
767 Fifth Avenue
New York, New York 10153

FMR Corp.(2).......................................... 5,835,416 9.80%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company...................... 3,538,432 5.94%
of America(3)
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>

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

(1) Based solely upon information contained in the Schedule 13G/A of
Sanford C. Bernstein & Co., Inc. ("Bernstein") filed with the SEC on
February 4, 1998 with respect to Centex Common Stock owned as of
December 31, 1997 (the "Bernstein 13G"). According to the Bernstein
13G, such number includes 1,512,792 shares over which Bernstein had the
sole power to direct the vote, 388,280 shares over which Bernstein had
shared voting power (reflects Bernstein clients who have appointed an
independent voting agent with instructions to vote shares in the same
manner as Bernstein) and 2,953,404 shares over which Bernstein had sole
dispositive power.

(2) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 11) of FMR Corp. filed with the SEC on February 14, 1998
with respect to Centex Common Stock owned as of December 31, 1997 (the
"FMR 13G"). According to the FMR 13G, such number includes 128,636
shares over which FMR Corp. had the sole power to vote or direct the
vote and 5,835,416 shares over which FMR Corp. had sole dispositive
power.

(3) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 3) of The Prudential Insurance Company of America
("Prudential") filed with the SEC on February 10, 1998 with respect to
Centex Common Stock owned as of December 31, 1997 (the "Prudential
13G"). According to the Prudential 13G, such number includes 396,400
shares over which Prudential had sole voting or dispositive power,

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<PAGE> 9

3,065,632 shares over which Prudential had shared voting power and
3,142,032 shares over which Prudential had shared dispositive power.
According to the Prudential 13G, Prudential holds 25,400 shares of
Centex Common Stock for the benefit of its general account. Prudential
holds the remaining shares for the benefit of its clients.

ITEM 1. 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 1998 annual meeting, three directors in the class
whose term expires at the 1999 annual meeting and three directors in the class
whose term expires at the 2000 annual meeting. At the 1998 annual meeting, three
directors are to be elected to serve until the 2001 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 2001 annual
meeting. The three nominees named below are currently directors of Centex.
Messrs. Quinn and Stoffel were elected as directors by Centex Stockholders at
the 1995 annual meeting of stockholders. Mr. Murchison was elected as director
by the Centex Stockholders at the 1996 annual meeting of stockholders.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ----------------------------------- ------------------------------- ---------- --------------------------------
<S> <C> <C> <C>
Clint W. Murchison, III, 51........ None(1) 1979 Audit, Compensation & Stock
Option
David W. Quinn, 56................. Vice Chairman of the Board 1989 Executive
and Chief Financial Officer(2)
Paul T. Stoffel, 64................ 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 1999 and
2000.

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<PAGE> 10

CLASS WHOSE TERM EXPIRES AT
THE 1999 ANNUAL MEETING

Juan L. Elek, 54................... None(5) 1995 Director Nominating

Paul R. Seegers, 68................ None(6) 1963 Executive* & Director
Nominating*
</TABLE>

CLASS WHOSE TERM EXPIRES AT
THE 2000 ANNUAL MEETING

Laurence E. Hirsch, 52............. Chairman of the Board and 1985 Executive
Chief Executive Officer(8)

Charles H. Pistor, 67.............. None(9) 1987 Compensation, Stock Option*
& Director Nominating
</TABLE>

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

* Chairman of the Committee

(1) Mr. Murchison is engaged in private real estate development and
other investments as his principal business.

(2) Mr. Quinn was elected Vice Chairman of the Board of Centex in May
1996 and has been Chief Financial Officer of Centex since February
1987. Mr. Quinn served as Executive Vice President of Centex from
February 1987 until his election as Vice Chairman of the Board of
Centex in May 1996. Mr. Quinn 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. and Elcor
Corporation.

(3) Mr. Stoffel is Chairman of Paul Stoffel Capital Corporation,
actively engaged in both public and private investments, as his
principal business. Mr. Stoffel was formerly a Managing Director of
Paine Webber, Inc. Investment Banking. He is also a director of BRC
Holdings, Inc.

(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.

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<PAGE> 11

(6) 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 FIRST PLUS Financial Group, Inc. and Oryx Energy
Company.

(7) 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, and has been a
limited partner of The Goldman Sachs Group, L.P. since then. Mr.
Cook is also a director of Brinker International, Inc.

(8) 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
a member of the Board of Directors of Centex Construction Products,
Inc., an affiliate of Centex (Chairman of such Board from January
1994 until December 31, 1997), a director of Commercial Metals
Corporation and Envoy Corporation, and serves as an advisory
director of Heidelberger Zement AG and as a trustee of Blackrock
Assets Investors, a registered investment company.

(9) Mr. Pistor was Vice Chair and Trustee of Southern Methodist
University from October 1991 until his retirement in 1995. 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, FORTUNE Brands, Inc., Oryx
Energy Company and Zale Corporation.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 1998, the Board of Directors
held five regularly scheduled meetings. During such fiscal year each director,
other than Juan L. Elek, 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 $30,000 for fiscal year 1998. All board members are
eligible to receive stock option grants and are reimbursed for reasonable
expenses of attending meetings. Each director participates in the 1997 Stock
Option Program described in further detail under "Report of Compensation
Committee and Stock Option Committee on Executive Compensation -- Long- term
Compensation" on pages 13, 14 and 15 Each non-employee director's potential
annual option award (which is based 100% upon the achievement of specified
return on shareholders' equity goals) is 20,000 shares of Centex Common Stock
(and, in some cases, up to 24,000 shares). On April 1, 1998, each non-employee
director was granted an option to purchase 24,000 shares of Centex Common Stock
under the 1997 Stock Option Program at an exercise price of $38.6875 per share
and received a performance bonus in the amount of $9.9375 per option share
granted. See "Report of Compensation Committee and Stock Option Committee on
Executive Compensation -- Long-term Compensation" on pages 13, 14 and 15.

The Board of Directors has an Audit Committee, composed of directors who
are not employees of Centex or any of its subsidiaries, which reviews the
functions of Centex's management and independent auditors pertaining to Centex's
financial statements and performs such other duties and functions as are deemed
appropriate by the Audit Committee or the Board. During the last fiscal year,
the Audit Committee met two times. All of the members attended both meetings.
Audit Committee members are paid a fee of $1,500 per year.

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<PAGE> 12

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 executive 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
$1,500 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 24,
1999 for consideration at the 1999 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 $1,500 per year for
serving on the committee.

The Board has a Stock Option Committee, composed of directors who are
"non-employee directors" as defined by Rule 16b-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, which administers the Centex
Corporation Stock Option Plan, the Centex Corporation 1987 Stock Option Plan
(the "1987 Plan") and the Centex Corporation 1998 Stock Option Plan (the "1998
Plan"). The Stock Option Committee is authorized to grant options to acquire
Centex Common Stock and to grant awards of restricted stock under the 1987 Plan
and the 1998 Plan. During the last fiscal year, the Stock Option Committee held
three meetings which were attended by all members. In addition, the Stock Option
Committee acted by unanimous consent in lieu of meeting eleven times during
fiscal year 1998. Stock Option Committee members are paid a fee of $1,500 per
year.

Mr. Paul Seegers is paid $75,000 per year for his service as Chairman of
the Executive Committee of the Board. As a former executive officer of Centex,
Mr. Seegers continues to be eligible for and receives certain fringe benefits
available to executives of Centex.

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 three other most highly compensated executive officers
of Centex. During fiscal year 1998, William J Gillilan III resigned as Chairman
of the Centex Housing Group, leaving one vacancy in the Company's slate of
executive officers.

-9-

<PAGE> 13

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS
----------------------------------------------- ---------------------
NAME AND FISCAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) OPTIONS/SARS (#) COMPENSATION ($)(2)
-------------------- ------ ---------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C>
Laurence E. Hirsch, 1998 $575,000 $1,200,000 216,000(3) $57,398
Chairman of the Board 1997 550,000 800,000 213,300 54,905
and Chief Executive Officer 1996 530,000 400,000 -- 52,904

David W. Quinn, 1998 $450,000 $1,000,000 168,000(3) $44,878
Vice Chairman of the Board 1997 425,000 650,000 165,900 42,384
and Chief Financial Officer 1996 335,000 500,000 200,000 33,384

William J Gillilan III,(4) 1998 $318,750 $ -- -- $132,250
Chairman Emeritus, Centex 1997 402,000 500,000 59,250 40,212
Housing Group 1996 386,500 50,000 -- 38,652

Timothy R. Eller, 1998 $390,000 $892,440 160,000(3) $39,016
President and Chief 1997 350,000 548,000 60,000 35,022
Executive Officer of Centex 1996 340,000 175,000 -- 34,012
Real Estate Corporation

Raymond G. Smerge, 1998 $275,000 $450,000 72,000(3) $27,555
Executive Vice President, 1997 232,500 375,000 71,100 23,311
Chief Legal Officer and 1996 222,500 160,000 -- 22,311
Secretary
</TABLE>

- ----------

(1) Cash bonuses for services rendered in fiscal years 1998, 1997 and 1996
have been listed in the year earned, but were actually paid in the
following fiscal year.

(2) The compensation reported represents Centex contributions to, and
forfeitures allocated to, the account of the recipient under the Profit
Sharing Plan and contributions to the account of the recipient 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"). All of such amounts are fully vested in the
recipient. The compensation for the named executive officers for fiscal
years 1998, 1997 and 1996, respectively, includes contributions accrued
pursuant to the SERP in the following amounts: Mr. Hirsch -- $41,500,
$40,000 and $38,004; Mr. Quinn -- $29,000, $27,500 and $18,500; Mr.
Gillilan -- $0, $25,200 and $23,650; Mr. Eller -- $23,000, $20,000 and
$19,000; and Mr. Smerge -- $11,500, $8,250 and $7,250. The remaining
amounts shown represent contributions to the Profit Sharing Plan.
Amounts shown for Mr. Gillilan for fiscal year 1998 represent salary
and consulting fees paid to him after his resignation on December 31,
1997. See "Certain Transactions" on page 16.

-10-

<PAGE> 14

(3) Options were granted effective April 1, 1998, but are included for
fiscal year 1998 because the grants were related to performance goals
achieved for fiscal year 1998. Option grants shown for fiscal years
1997 and 1996 have been adjusted to give effect to the two-for-one
split of Centex Common Stock effected on March 2, 1998.

(4) Mr. Gillilan resigned as Chairman of the Centex Housing Group effective
December 31, 1997. While no longer employed by Centex, he continues to
serve as a consultant and in the honorary capacity specified above. See
"Certain Transactions" on page 16.

OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)(2)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ---------------------------------------------------------------------------------------------- ----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH)(3) DATE 5%($) 10%($)
---- ------------- --------------- ----------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch 216,000 11.0% $38.6875 4/01/08 $5,255,358 $13,318,109

David W. Quinn 168,000 8.6% $38.6875 4/01/08 $4,087,501 $10,358,529

Timothy R. Eller 160,000 8.1% $38.6875 4/01/08 $3,892,858 $9,865,266

Raymond G. Smerge 72,000 3.7% $38.6875 4/01/08 $1,751,786 $4,439,370
</TABLE>

- ---------

(1) Options were granted effective April 1, 1998, but are included for
fiscal year 1998 because the grants were related to performance goals
achieved for fiscal year 1998. Consequently, information regarding
options granted effective April 1, 1997 relating to performance goals
achieved for fiscal year 1997 (which were disclosed in Centex's 1997
proxy statement in the table for Option/SAR Grants in Last Fiscal Year)
are not included.

(2) 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").

(3) These options were granted "at market" on the date of grant under the
1987 Plan and are exercisable 20% on the date of the grant and 20% on
the four following anniversary dates of the grant. Each named executive
officer received the grant of a performance bonus in connection with
the April 1, 1998 grants described above in the amount of $9.9375 per
option share, which is payable whenever and to the extent that the
recipient exercises the stock option.

-11-

<PAGE> 15

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS/SARS MONEY OPTIONS/SARS AT FY-
ACQUIRED VALUE AT FY-END (#)(2): END ($)(2)(3):
ON REALIZED ------------------------------- --------------------------------
NAME EXERCISE (#) ($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE(5) UNEXERCISABLE(6)
---- ------------ ---------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch -- $ -- 368,520(7) 300,780 $ 9,984,346 $4,484,768

David W. Quinn 40,000 968,750 419,960 233,940 10,511,436 3,488,152

William J Gillilan III(8) 266,204 4,624,375 -- -- -- --

Timothy R. Eller 75,000 1,719,231 163,400 164,000 4,287,226 2,050,500

Raymond G. Smerge 6,000 177,000 52,840 100,260 1,079,366 1,494,922
</TABLE>

- ---------

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

(2) Includes options which vested or were granted on April 1, 1998 based
upon the achievement of performance goals for fiscal year 1998. See
"Option/SAR Grants in Last Fiscal Year" on page 11.

(3) Represents the difference between the closing price of Centex Common
Stock on March 31, 1998 of $38.375 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 as described
in footnotes 5 and 6 below.

(4) Includes cash bonuses paid to the following executives upon the
exercise of certain stock options: Mr. Quinn -- $68,750; Mr. Gillilan
-- $667,638; Mr. Eller -- $181,477; and Mr. Smerge -- $13,875.

(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $1,053,623; Mr. Quinn -- $665,318; Mr. Eller -- $585,863;
and Mr. Smerge -- $189,333.

(6) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $1,821,184; Mr. Quinn -- $1,416,476; Mr. Eller --
$1,301,250; and Mr. Smerge -- $607,061.

(7) Does not include 400,000 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").

(8) Mr. Gillilan resigned as Chairman of the Centex Housing Group effective
December 31, 1997. While no longer employed by Centex, he continues to
serve as a consultant and in the honorary capacity specified in the
Summary Compensation Table on page 10. See "Certain Transactions" on
page 16.

-12-

<PAGE> 16

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During the last fiscal year 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. Mr.
Cook is a limited partner of Goldman, Sachs & Co. which provided financial
advisory services to Centex in fiscal year 1998. See "Certain Transactions".

REPORT OF COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board provides advice and recommendations
to the Board of Directors concerning the salaries and bonuses of the executive
officers of Centex. The Board of Directors approves those salaries and bonuses.
The Stock Option Committee of the Board administers the stock option plans and
is authorized under such plans to grant options to directors, officers and other
key employees of Centex and its subsidiaries. However, the 1998 Plan
specifically excludes any person who is an officer or director of Centex, any
"officer" of Centex as defined by Rule 16a-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, and any "covered employee" of Centex as
defined by Section 162(m)(3) of the Internal Revenue Code. Each of these
committees is comprised of three independent, non-employee directors. This
report describes the policies and principles which shape the structure of
Centex's executive compensation program.

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

- to attract, retain and motivate highly qualified, energetic and
talented executives;

- to create an incentive to increase stockholder returns by establishing
a direct and substantial link between individual compensation and
certain financial measures which have a direct effect on stockholder
values; and

- to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term corporate
performance but also on sustained long-term individual performance.

To achieve its compensation objectives, Centex has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) long-term incentive compensation
in the form of stock options and, in some cases, 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 principal
businesses in which Centex engages;

- bonus payments should vary with the individual's performance and
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 named executive officers. In developing salary amounts for fiscal
year 1998, 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 building materials. Included within the survey were
those companies (other than Centex) which comprise the S&P Home Building Index
in the Cumulative

-13-

<PAGE> 17
Total Stockholder Return graph on page 15. 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.

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. The Compensation
Committee also considers the contribution of each individual executive officer
to Centex's performance and to its strategic position. Mr. Eller's bonus is
directly tied to Centex Homes' operating margin and return on average net
assets.

Long-term Compensation

A key component of Centex's long term compensation program is the grant of
stock options. During fiscal year 1997, the Stock Option Committee adopted a
three year program (the "1997 Stock Option Program") designed to provide
incentive to the participants under such program, which includes each named
executive officer and director of Centex, to focus on maximizing Centex's return
to shareholders and to properly plan and prepare for Centex's future. Under the
program, options are to be granted to participants as of April 1, 1997, 1998 and
1999 if in the preceding fiscal year Centex achieved specified objective
performance goals and the individual participant achieved specified subjective
performance goals. Each individual participant is allocated a potential number
of shares, a percentage of which may be granted if the objective and subjective
performance goals are met. Under the program, the objective portion constitutes
at least 75% of each participant's potential award (the "Potential Objective
Award") and is based upon Centex's return on shareholders' equity. Options will
be granted under the objective portion of the program only if Centex's return on
shareholders' equity is at least 12%. The Potential Objective Award ranges from
35% of a participant's Potential Objective Award (if Centex's return on
shareholders' equity is 12%) to 120% of a participant's Potential Objective
Award (if Centex's return on shareholders' equity equals or exceeds 17%). Once
granted, options vest 20% on the date of grant and 20% on each of the following
four anniversary dates of the grant. The potential annual option award for each
named executive officer is as follows: Mr. Hirsch -- 180,000; Mr. Quinn --
140,000; and Mr. Smerge -- 60,000. As an employee of Centex Homes, Mr. Eller
participates in Centex Homes incentive program, which is similar in structure,
but bases option grants upon the achievement of margin and return on net asset
goals. For information regarding the grant of options based upon Centex's fiscal
year 1998 performance, see "Option/SAR Grants in Last Fiscal Year" on page 11.
The Stock Option and Compensation Committees believe that this program properly
aligns the interests of Centex's officers and managers with the interests of the
stockholders by linking all of their long-term compensation with goals that have
a direct and positive effect on stockholder value. Since fiscal year 1992, all
of the stock options granted by the Stock Option Committee to its named
executive officers were granted under performance programs.

Centex has also granted contingent performance bonuses to certain of its
officers and key employees. Generally, these bonuses vest at the same time and
in the same proportion as the performance stock options' specific performance
goals are achieved and are disclosed with respect to each named executive
officer in the footnotes to the "Aggregated Option/SAR Exercises in the Last
Fiscal Year and Fiscal Year-End Option/SAR Values" on page 12. 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. Each named executive officer received the grant of a
performance bonus in connection with the April 1, 1998 grants described above in
the amount of $9.9375 per option share, which is payable whenever and to the
extent that the recipient exercises the stock option.

In fiscal year 1995, the Centex Board approved the SERP for certain
employees participating in the Profit Sharing Plan. Pursuant to the Code, the
Internal Revenue Service sets a limit (currently $160,000) 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 was established to eliminate the adverse treatment higher salaried
employees

-14-

<PAGE> 18
receive under such rule by funding 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.

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. During fiscal year 1998, the salary and bonus for Mr. Hirsch, Mr.
Quinn and Mr. Eller exceeded such limitation. The Company is evaluating various
alternatives to minimize the future impact of this limitation and will take
appropriate action as it determines to be advisable.

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 bonus of the Chief Executive Officer in effect for fiscal year
1998 were approximately 4.5% and 50%, respectively, higher than fiscal 1997,
reflecting the significant improvement in Centex's operating results --
achieving record net earnings over $144 million, 36% over last year -- as well
as adding $1.25 billion to stockholder value and his leadership in developing
and implementing Centex's strategic and long term planning.

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, 1998 with the S&P 500 Index and the S&P Home Building Index. The
comparison assumes $100 was invested on March 31, 1993 in Centex Common Stock
and in each of the foregoing indices, and assumes reinvestment of dividends.

COMPARATIVE FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

CENTEX CORPORATION
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Centex Corporation $100 $ 98 $ 78 $100 $114 $249

S & P 500 Index $100 $101 $117 $155 $186 $275

S & P HB Index $100 $105 $ 79 $ 99 $ 96 $194
</TABLE>

-15-

<PAGE> 19

SECTION 16(a) COMPLIANCE

Section 16(a) of the Exchange Act requires Centex directors and executive
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 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 year 1998, or written representations from certain reporting
persons, Centex believes that all filing requirements required by Section 16(a)
for fiscal year 1998 applicable to its directors, executive officers and persons
who beneficially own more than 10% of a registered class of Centex's equity
securities have been complied with other than John Egeland, a former executive
officer of Centex, who failed to file a Form 5 for fiscal year 1998. Centex has
no reason to believe that Mr. Egeland had any transactions that required
reporting under Section 16.

CERTAIN TRANSACTIONS

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, 1998: Mr. Hirsch -- $650,000 and Mr. Quinn -- $550,000. Mr.
Gillilan resigned from his employment by the Company effective December 31,
1997. As a result, Mr. Gillilan and Centex entered into a Termination of
Employment and Consulting Agreement pursuant to which Centex agreed to pay Mr.
Gillilan's last regular salary through December 31, 1999 as provided by Mr.
Gillilan's employment agreement described above and Mr. Gillilan agreed to be
available from time to time to provide consulting services to Centex for an
additional consulting fee.

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 400,000 shares of Centex Common Stock at a price of $5.25
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 splits of
Centex Common Stock effected in August 1992 and March 1998). 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%.

Goldman, Sachs & Co. provided certain financial advisory services to Centex
during fiscal year 1998. Mr. Dan W. Cook III, a director of Centex, is a limited
partner of The Goldman Sachs Group L.P.

Centex International, Inc. ("CII") owns a 30% interest in a Mexican
corporation, Inverloma S. de R.L. de C.V. ("Inverloma"), which was organized in
1996 to acquire and develop approximately 70 acres of land in Mexico City,
Mexico. Whitecourt Investments, Ltd., predecessor in interest to Promotora
Fincasa, S.A. ("Promotora"), which is owned 27% by Juan L. Elek, a director of
Centex, owns 20% of Inverloma. The consideration paid by 900 Development
Corporation, predecessor in interest to CII, and Promotora for their respective
ownership interests corresponded to such party's ownership interest in Inverloma
and was paid in the same form.

-16-

<PAGE> 20
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Centex's independent public accountants for the
fiscal year ended March 31, 1998 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 1999 Annual Meeting of Stockholders is scheduled to be held on July
22, 1999. 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
25, 1999.

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, 1998, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO CENTEX CORPORATION,
ATTENTION: RAYMOND G. SMERGE, SECRETARY, 2728 N. HARWOOD, DALLAS, TEXAS 75201,
(214) 981-5000.

By Order of the Board of Directors

RAYMOND G. SMERGE
Executive Vice President, Chief Legal
Officer and Secretary
Dallas, Texas
June 25, 1998

-17-

<PAGE> 21

3333 HOLDING CORPORATION
2728 N. HARWOOD
DALLAS, TEXAS 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 23, 1998

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 23, 1998, 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 25, 1998

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.

-18-

<PAGE> 22
3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 23, 1998

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 23, 1998, and at any adjournment
thereof. The mailing address of the executive offices of Holding is 2728 N.
Harwood, Dallas, Texas 75201. The approximate date on which this proxy statement
and accompanying proxy were first sent to stockholders was on or about June 25,
1998.

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.

-19-

<PAGE> 23

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 May 29, 1998. 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 or her 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, 2728 N. Harwood, Dallas, Texas 75201; 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 $8,500
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.

-20-

<PAGE> 24

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of May 29, 1998 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 ......................... -- *

Richard C. Decker ............................ -- *

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

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

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

Centex Corporation(2) ........................ 100 9.10%
2728 North Harwood
Dallas, Texas 75201

Sanford C. Bernstein & Co., Inc.(3) .......... 50 4.96%
767 Fifth Avenue
New York, New York 10153

FMR Corp.(4) ................................. 98 9.80%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company of .......... 59 5.94%
America(5)
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>

- ----------

* 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.

-21-

<PAGE> 25

(2) Centex 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) Based solely upon information contained in the Schedule 13G/A of
Sanford C. Bernstein & Co., Inc. ("Bernstein") filed with the SEC on
February 4, 1998 with respect to Centex Common Stock owned as of
December 31, 1997 (the "Bernstein 13G") . According to the Bernstein
13G, such number includes 1,512,792 shares (approximately 25.40 shares
of Holding Common Stock) over which Bernstein had the sole power to
direct the vote, 388,280 shares (approximately 6.52 shares of Holding
Common Stock) over which Bernstein had shared voting power (reflects
Bernstein clients who have appointed an independent voting agent with
instructions to vote shares in the same manner as Bernstein) and
2,953,404 shares (approximately 49.59 shares of Holding Common Stock)
over which Bernstein had sole dispositive power.

(4) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 11) of FMR Corp. filed with the SEC on February 14, 1998
with respect to Centex Common Stock owned as of December 31, 1997 (the
"FMR 13G"). According to the FMR 13G, such number includes 128,636
shares (approximately 2.16 shares of Holding Common Stock) over which
FMR Corp. had the sole power to vote or direct the vote and 5,835,416
shares (approximately 97.98 shares of Holding Common Stock) over which
FMR Corp. had sole dispositive power.

(5) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 3) of The Prudential Insurance Company of America
("Prudential") filed with the SEC on February 10, 1998 with respect to
Centex Common Stock owned as of December 31, 1997 (the "Prudential
13G"). According to the Prudential 13G, such number includes 396,400
shares (approximately 6.66 shares of Holding Common Stock) over which
Prudential had sole voting or dispositive power, 3,065,632 shares
(approximately 51.48 shares of Holding Common Stock) over which
Prudential had shared voting power and 3,142,032 shares (approximately
52.76 shares of Holding Common Stock) over which Prudential had shared
dispositive power. According to the Prudential 13G, Prudential holds
25,400 shares (approximately .43 shares of Holding Common Stock) of
Centex Common Stock for the benefit of its general account. Prudential
holds the remaining shares for the benefit of its clients.

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 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.

-22-

<PAGE> 26
The three persons named below are the Board's nominees for election as
directors at the meeting. Mr. Decker, Mr. Low and Mr. Sherer are currently
directors of Holding. Mr. Low and Mr. Sherer were elected as such by the
stockholders at the 1997 Annual Meeting of Stockholders. Mr. Decker was elected
director on June 10, 1998 by the Holding directors to fill the vacancy created
by a temporary increase (until the 1998 Annual Meeting of Stockholders) in the
number of directors of Holding to four. J. Stephen Bilheimer has elected not to
stand for election as director at the 1998 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>
Richard C. Decker, 45........................ President and Chief 1998 --
Executive Officer(1)

Josiah O. Low, III, 59....................... None(2) 1987 Audit

David M. Sherer, 61.......................... None(3) 1987 Audit
</TABLE>

- -------

(1) Mr. Decker has been President and Chief Executive Officer of Holding
and President and Chief Executive Officer of Development, the general
partner of CDC, since April 1, 1998. Mr. Decker has also been a
director and officer of various Centex subsidiaries engaged in real
estate development since July 1996. Mr. Decker is also a director of
Development. Prior thereto, Mr. Decker was a partner with Dallas-based
Trammell Crow Company, a commercial real estate development firm for
fifteen years, and served as Principal from 1990 until 1995. From 1995
until July 1996, Mr. Decker operated Decker & Company, a Phoenix,
Arizona based real estate development company.

(2) Mr. Low has been Managing Director of Donaldson, Lufkin & Jenrette
Securities Corporation since February, 1988. Mr. Low is also a director
of Development.

(3) Mr. Sherer has been President of David M. Sherer and Associates, Inc.,
a commercial real estate, investment and brokerage firm for eighteen
years. Mr. Sherer is also a director of Development.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Holding's fiscal year ended March 31, 1998, 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, 1998, the Audit Committee held one meeting
which was attended by all members. Audit Committee members receive no fee for
serving on the committee. The Board of Directors does not have a standing
nomination 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 $10,000 per year. In addition, Holding
reimburses the directors for the reasonable expenses incurred in attending
directors and committee meetings.

-23-

<PAGE> 27

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, 1998. 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 1998 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 1998, J. Stephen Bilheimer, President of Holding, and
Kimberly A. Pinson, Vice President and Treasurer of Holding devoted a majority
of their time and attention to the management of Holding and its subsidiary. Mr.
Bilheimer and Ms. Pinson, who were the only executive officers of Holding during
fiscal year 1998, provided such services to Holding and its subsidiary on behalf
of and in their capacities as officers and employees of Centex affiliates,
pursuant to the management agreement described above and were compensated by
Centex affiliates. The following table sets forth the cash and noncash
compensation for each of the last three fiscal years (or such shorter period of
time during which such person was an officer of Holding) awarded to or earned by
the Chief Executive Officer of Holding. Effective March 31, 1998, Mr. Bilheimer
resigned as President of Holding and became Vice Chairman of Holding and
effective April 1, 1998, Richard C. Decker became President and Chief Executive
Officer of Holding.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND FISCAL ---------------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($)(2)
-------------------- ------ ------------ ------------ -------------------
<S> <C> <C> <C> <C>
J. Stephen Bilheimer, 1998 $235,000 $100,000 $51,752
Vice Chairman(3) 1997 225,000 75,000 53,161
1996 218,000 60,000 53,657
</TABLE>

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

(1) Cash bonuses for services rendered in fiscal years 1998, 1997 and 1996
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 years 1998, 1997, and
1996 also includes a contribution accrued pursuant to the Supplemental
Executive Retirement Plan of Centex Corporation in the amounts of
$6,500, $7,500 and $6,800 respectively, which accrued amounts are fully
vested in Mr. Bilheimer. Compensation for Mr. Bilheimer for 1998, 1997
and 1996 also includes annual payments made as a result of termination
of the Management Security Plan of Centex Corporation in the amounts of
$29,167, $30,580 and $31,992 respectively.

(3) Mr. Bilheimer resigned as President of Holding effective March 31, 1998
and currently serves as Vice Chairman of Holding.

-24-

<PAGE> 28

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS MONEY OPTIONS/SARS AT FY-
SHARES VALUE AT FY-END (#): END ($):
ACQUIRED ON REALIZED ----------------------------- ----------------------------
NAME EXERCISE (#)(2) ($)(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Stephen Bilheimer 12,000 261,000 -0- -0- -0- -0-
</TABLE>

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

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

(2) Shares of Centex Common Stock (approximately .20 shares of Holding
Common Stock).

(3) Includes cash bonuses paid to J. Stephen Bilheimer upon exercise of
stock options in the amount of $51,000.

There were no grants of stock options made during the fiscal year ended
March 31, 1998 to the named executive officer.

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
affiliates of Centex. See "Executive Compensation". So long as the executive
officers of Holding are compensated by Centex or its affiliates, Holding does
not intend to provide any other compensation to such individuals. Because
Holding cannot influence or affect the amount or form of such compensation paid
to Holding's executive officers, no report is provided herein.

PERFORMANCE GRAPH

As described in "Tandem Securities", 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 15
of the Centex Proxy Statement.

-25-

<PAGE> 29

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Holding's directors and executive 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 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 year 1998, or written representations from certain reporting
persons, Holding believes that all filing requirements required by Section 16(a)
for fiscal year 1998 applicable to its directors, executive 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 1998.

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 $640,000 were incurred under this agreement during fiscal year
1998.

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 year 1998, bore interest, payable quarterly,
at the prime rate of interest of NationsBank of Texas, N.A. ("NationsBank") plus
1% (9 1/2% at March 31, 1998). On May 29, 1998, the outstanding principal
balance of the Holding Note was repaid. Interest expense on the Holding Note was
$372,000 for fiscal year 1998.

In 1987, Development loaned $7,700,000 to a wholly owned subsidiary of
Centex, pursuant to an unsecured promissory note and related loan agreement. The
note bore interest, payable quarterly, at the prime rate of interest of
NationsBank plus 7/8% (93/8% at March 31, 1998). As of May 29, 1998, the
outstanding principal balance on the note was repaid. Fiscal year 1998 interest
income on the note totaled $732,000.

During fiscal year 1998, the partnership agreement governing CDC was amended
to allow for the issuance of a new class of limited partnership units, Class C
Preferred Partnership Units ("Class C Units"), to be issued in exchange for
assets contributed by a limited partner or by an individual or entity who is to
be admitted as a limited partner. Centex Homes, a general partnership wholly
owned by Centex Real Estate Corporation ("CREC") and subsidiaries of CREC, is
currently the sole limited partner of CDC. During the year, Centex Homes
contributed assets valued at $7,542,000 to CDC in exchange for 7,542 Class C
Units. Subsequent to March 31, 1998, Centex Homes contributed assets valued at
$7,757,000 in exchange for an additional 7,757 Class C Units. Included in the
assets transferred subsequent to the fiscal year-end were the New Jersey
homebuilding operations of Centex Homes, including land, equipment and other
tangible personal property having a value of $6,757,000. Centex Homes also
licensed to CDC the right to use the "Centex Homes" trademark and trade name in
New Jersey.

In fiscal year 1998, CDC sold to Centex Homes certain tracts of land for
$6,494,000 and had agreements to purchase an additional 649 lots from CDC.

In January 1998, Development purchased all of the stock of a wholly owned
subsidiary of CREC for $1,134,000. The acquired entity indirectly owns real
estate development assets valued at $1,134,000.

-26-

<PAGE> 30

CDC owned property in the City of Carrollton, a suburb of Dallas, Texas,
which consisted of one office and five fabrication-warehouse buildings on
approximately 17 acres. CDC leased this property to Centex Homes pursuant to a
five-year lease terminating on March 31, 1998. In April 1997, this property was
sold to Centex Homes for $2,866,000.

Centex Homes had guaranteed a $5,000,000 bank line of credit for CDC to
utilize in conjunction with development of lots to be sold to Centex Homes. This
line of credit, which had a balance of $1,500,000 as of March 31, 1998, was
repaid and canceled on April 15, 1998. The line of credit bore interest at LIBOR
plus 3/4%

During fiscal year 1998, Centex Multi-Family Company, L.P. ("Multi-Family"),
a subsidiary of CDC, executed a construction contract with one of Centex's
construction subsidiaries in the amount of $13,167,224 for the construction of a
304-unit apartment project north of Dallas in The Colony, Texas. During such
fiscal year, MultiFamily paid Centex's construction subsidiary $5,907,029
pursuant to the construction contract. As a part of the construction contract,
Centex has agreed to install in the apartment project security alarm systems and
pest control systems from other Centex subsidiaries. Additionally, during such
fiscal year, in connection with a third-party construction loan made to
Multi-Family for the financing of the construction of this apartment project,
Multi-Family paid $82,301 in title insurance premiums to Commerce Land Title,
Inc., a Centex subsidiary.

In July 1995, at the combined Annual Meeting of Stockholders of Centex and
Holding, the Centex stockholders approved the proposal to extend until November
30, 2007 the detachment date of the Holding Common Stock. Also in July 1995,
Centex Real Estate Corporation (now Centex International, Inc.), the then sole
holder of all Class A Units, waived cumulative preference accruals owed by CDC
to CREC of $37.5 million and reduced its unrecovered capital in CDC to $47.3
million, which became the new basis for future preference accruals. During the
1998 fiscal year, CDC made preference payments to its limited partner totaling
$4.5 million. At May 29, 1998, unpaid preferred return totaled $4.2 million.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Holding's independent public accountants for
the fiscal year ended March 31, 1998 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 1999 Annual Meeting of Stockholders is scheduled to be held on
July 22, 1999. 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 25, 1999.

-27-

<PAGE> 31
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, 1998, 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, 2728 N. HARWOOD, DALLAS, TEXAS 75201.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 25, 1998

-28-

<PAGE> 32
Please mark
your vote as [x]
indicated in
the example

CENTEX CORPORATION

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

1. Election of directors listed to the right to serve until the
Annual Meeting of Stockholders in 2001.

For all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked To vote for all nominees
to the contrary). listed to the right.
[ ] [ ]

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

Clint W. Murchison,III. David W. Quinn and Paul T. Stoffel

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

2. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS VOTED AT THE ANNUAL MEETING

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 adjourn-
ment thereof. By executing this proxy, the undersigned
hereby revokes prior proxies relating to the meeting.

Dated: 1998
-------------------------------------------,

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

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

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.

<PAGE> 33
CENTEX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS-JULY 23, 1998

The undersigned hereby appoints Laurence E. Hirsch and David W. Quinn
(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 23, 1998, or any adjournment
thereof, all shares of Common Stock of Centex registered in the name of the
undersigned at the close of business on May 29, 1998.

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 25, 1998.

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.

<PAGE> 34
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

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

1. Election of directors listed to the right.

For all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right
[ ] [ ]

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

Richard C. Decker, Josiah O. Low, III, David M. Sherer

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

2. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

THE PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS VOTED AT THE ANNUAL MEETING.

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: 1998
------------------------------------,

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

<PAGE> 35
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 23,1998

The undersigned hereby appoints Richard C. Decker 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 23, 1998, 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 The Chase Manhattan 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 May 29, 1998 (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 .000017 multiplied by the number of the
Centex Owned Shares.

By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated June 25, 1998.

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