UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Decker, Richard C.
2728 N. Harwood
Dallas, TX 75201
USA
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
3333 Holding Corporation
trades in tandem with Centex Corporation - CTX
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
President and Chief Executive Officer
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Beneficially Owned |
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1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect |
| Securities | Form: | Beneficial Ownership |
| Beneficially | Direct(D) or | |
| Owned | Indirect(I) | |
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<S> <C> <C> <C>
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<CAPTION>
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Table II -- Derivative Securitites Beneficially Owned |
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1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect |
Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership |
| Expiration | Securities | |exercise |Form of | |
| Date(Month/ |-----------------------|---------|price of |Deriv- | |
| Day/Year) | |Amount |deri- |ative | |
| Date | Expira- | |or |vative |Security: | |
| Exer- | tion | Title |Number of|Security |Direct(D) or | |
| cisable | Date | |Shares | |Indirect(I) | |
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<S> <C> <C> <C> <C> <C> <C> <C>
Employee Stock Option (r|____(2) |7/26/2006|Common Stock |1.177(3) |13.375 |D | |
ight to buy)(1) | | | | | | | |
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</TABLE>
Explanation of Responses:
(1) The Plan pursuant to which the reported option was granted empowers the
Stock Option Committee, in its
discretion, to allow tax withholding at the time of
exercise.
(2) Exercisable: 14,000 shares each on July 26, 1998, 1999, 2000, 2001 and
2002.
(3) Pursuant to a Nominee Agreement dated November 30, 1987, each person who is
the beneficial owner of
shares of Centex Corporation ("Centex") Common Stock is also the beneficial
owner of an undivided interest in
1,000 shares (the "Shares") of common stock of 3333 Holding Corporation, which
Shares are held of record by
Chemical Bank as successor nominee. Each beneficial owner's proportionate
ownership of the Shares is based
on the number of Centex Common Stock he owns divided by the total number of
shares of Centex Common Stock
outstanding from time to time. Until the Nominee Agreement is terminated with
respect to the Shares and
certificates evidencing the Shares are issued in the name of the beneficial
owners thereof, the Reporting Person
has no right to obtain a certificate evidencing his beneficial interest in the
Shares or to dispose of the Shares
separate from Centex Common Stock. Computations set forth in this Form have
been made using 59,472,078
shares of Centex Common Stock outstanding as reported in Centex Corporation's
Form 10-Q for fiscal quarter
ending December 31,
1997.
SIGNATURE OF REPORTING PERSON
\s\ Richard C. Decker
DATE
May 13, 1998
