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                                                                    EXHIBIT 4.26

                              CERTIFICATE OF TRUST
                                       OF
                                 CENTEX TRUST II

     THIS CERTIFICATE OF TRUST of Centex Trust II (the "TRUST"), dated as of
November 9, 2000, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code Section 3801
et seq.).

     1. Name. The name of the business trust being formed hereby is "Centex
Trust II".

     2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware is Chase
Manhattan Bank USA, National Association, 1201 Market Street, Wilmington,
Delaware 19801.

     3. Effective Date. This Certificate of Trust shall be effective at the time
of its filing with the Secretary of State of the State of Delaware.

     4. Counterparts. This Certificate of Trust may be executed in one or more
counterparts.

                            [Signature Page Follows]


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     IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust
at the time of filing this Certificate of Trust, have executed this Certificate
of Trust as of the date first above written.

                                      CHASE MANHATTAN BANK USA,
                                       NATIONAL ASSOCIATION, as Delaware Trustee


                                      By: /s/ John J. Cashin
                                          --------------------------------------
                                      Name:  John J. Cashin
                                      Title: Vice President


                                      THE CHASE MANHATTAN BANK,
                                      as Property Trustee


                                      By: /s/ John G. Jones
                                          --------------------------------------
                                      Name:  John G. Jones
                                      Title: Vice President


                                      Lawrence Angelilli,
                                      as Regular Trustee

                                      /s/ Lawrence Angelilli
                                      ------------------------------------------