S-3

As filed with the Securities and Exchange Commission on February 22, 2002

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Centex Corporation
3333 Holding Corporation
Centex Development Company, L.P.
Centex Trust I
Centex Trust II
(Exact name of registrant as specified in its charter)

Nevada Nevada Delaware Delaware Delaware (State or other jurisdiction of incorporation or organization)	75-0778259 75-2178860 75-2168471 75-6588651 75-6588652 (I.R.S. Employer Identification Number)
2728 North Harwood Dallas, Texas 75201 (214) 981-5000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	Raymond G. Smerge Executive Vice President, Chief Legal Officer and Secretary Centex Corporation 2728 North Harwood Dallas, Texas 75201 (214) 981-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
James R. Doty
Geoffrey L. Newton
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6500

     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title of Each Class of Securities	Aggregate Offering		Amount of
to be Registered	Price (1), (2), (3)		Registration Fee
Senior Debt Securities and Subordinated Debt Securities of Centex Corporation
Common Stock, $.25 par value per share, of Centex Corporation (4)(5)
Beneficial Interests in 1,000 shares of Common Stock of 3333 Holding Corporation (6)		—		—
Beneficial Interests in 900 Warrants to Purchase Class B Units of Limited Partnership Interest in Centex Development Company, L.P. (6)		—		—
Preferred Stock of Centex Corporation
Warrants of Centex Corporation

		Proposed Maximum
Title of Each Class of Securities		Aggregate Offering			Amount of
to be Registered		Price (1), (2), (3)			Registration Fee
Stock Purchase Contracts of Centex Corporation
Stock Purchase Units of Centex Corporation (7)
Junior Subordinated Debt Securities of Centex Corporation for issuance directly to Centex Trust I and Centex Trust II
Trust Preferred Securities of Centex Trust I and Centex Trust II
Guarantees of Trust Preferred Securities of Centex Trust I and Centex Trust II
	Total	$	1,500,000,000	(8)	$	136,252	(8)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and exclusive of accrued interest, distributions and dividends, if any. The aggregate initial offering price of all securities issued from time to time pursuant to this registration statement shall not exceed $1,500,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(2)	There is being registered hereunder such indeterminate number or amount of senior and subordinated debt securities, common stock, preferred stock, warrants, stock purchase contracts, stock purchase units and junior subordinated debt securities of Centex Corporation and trust preferred securities of Centex Trust I and Centex Trust II as may from time to time be issued at indeterminate prices. Junior subordinated debt securities may be issued and sold to Centex Trust I and Centex Trust II, in which event such debt securities may later be distributed to the holders of trust preferred securities upon a dissolution of Centex Trust I and Centex Trust II and the distribution of their assets.
(3)	Centex Corporation is also registering under this registration statement all guarantees and other obligations that it may have with respect to trust preferred securities that may be issued by Centex Trust I and Centex Trust II. No separate consideration will be received for the guarantees or any other such obligations.
(4)	Each share of common stock includes one preferred share purchase right. No separate consideration is payable for the preferred share purchase rights. The registration fee for these securities is included in the fee for the common stock.
(5)	Includes an indeterminate number of shares of common stock to be issued by Centex Corporation upon settlement of the stock purchase contracts.
(6)	On November 30, 1987, Centex Corporation distributed as a dividend to its stockholders (through a nominee, the “Nominee”) all the issued and outstanding shares of common stock, $.01 par value per share (“Holding Common Stock”), of 3333 Holding Corporation (“Holding”), and 900 warrants (the “Stockholder Warrants”) to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership. The Nominee holds the Stockholder Warrants and 1,000 shares of Holding Common Stock, which constitute all of the issued and outstanding capital stock of Holding, on behalf of and for the benefit of persons who are from time to time the holders of the common stock, par value $.25 per share (“Centex Common Stock”), of Centex Corporation (“Centex Stockholders”). Each Centex Stockholder owns a beneficial interest in that portion of the 1,000 shares of Holding Common Stock and the Stockholder Warrants that the total number of shares of Centex Common Stock held by such stockholder bears to the total number of shares of Centex Common Stock outstanding from time to time. This beneficial interest of the Centex Stockholders is not represented by a separate certificate or receipt. Instead, each Centex Stockholder’s pro rata portion of such beneficial interest is represented by the certificate or certificates evidencing such stockholder’s Centex Common Stock, and is currently tradable only in tandem with, and as a part of, each such stockholder’s Centex Common Stock.
(7)	Each stock purchase unit consists of (a) a stock purchase contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of Centex Common Stock and (b) either a beneficial interest in trust preferred securities of Centex Trust I or Centex Trust II, debt securities of Centex Corporation or debt obligations of third parties, including U.S. Treasury securities. Each beneficial interest will be pledged to secure the obligation of such holder to purchase such shares of common stock. No separate consideration will be received for the stock purchase contracts.
(8)	On January 7, 2000, Centex Corporation filed with the Securities and Exchange Commission a registration statement on Form S-3 (No. 333-94221) for the registration of $750 million of securities. Pursuant to Rules 429 and 457(p) under the Securities Act, $1,748 of the filing fee paid by Centex Corporation in connection with such prior registration statement (associated with $19 million of unsold securities under such prior registration statement) is offset against the filing fee due in connection with this registration statement, resulting in a new net paid filing fee of $136,252.

     Pursuant to Rule 429 under the Securities Act, this registration statement shall act as a post-effective amendment of the registration statement on Form S-3 (No. 333-94221).

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

Senior Debt Securities Prospectus
ABOUT THIS PROSPECTUS
CENTEX
	Home Building
	Financial Services
	Construction Products
	Contracting and Construction Services
	Investment Real Estate
	Home Services
WHERE YOU CAN FIND MORE INFORMATION
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES
	General Information About the Debt Securities
	Covenants Included in the Indentures
	Payment of Principal, Interest and Premium; Transfer of Securities
	Specific Characteristics of Our Debt Securities
	Global Certificates
	Events of Default
	Defeasance of Debt Securities
	Consolidation, Merger or Sale of Centex
	Modification of the Indentures
	Certificates and Opinions to be Furnished to Trustee
	Report to Holders of Debt Securities
	The Trustee
	Ratings of Our Debt Securities By Rating Agencies
	Method for Calling Meetings of the Holders of Debt
	Governing Law
	Notices to Holders of Debt Securities
DESCRIPTION OF CAPITAL STOCK
	Common Stock
	Preferred Stock
	Anti-Takeover Provisions
	Transfer Agent and Registrar
	Stockholder Rights Plan
DESCRIPTION OF WARRANTS
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
PLAN OF DISTRIBUTION
	Sale through Underwriters or Dealers
	Direct Sales and Sales through Agents
	Delayed Delivery Contracts
	General Information
LEGAL OPINIONS
EXPERTS
	The Trusts
	The Offering
Junior Subordinated Debt Securities Prospectus
ABOUT THIS PROSPECTUS
CENTEX
	Home Building
	Financial Services
	Construction Products
	Contracting and Construction Services
	Investment Real Estate
	Home Services
WHERE YOU CAN FIND MORE INFORMATION
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
ACCOUNTING TREATMENT RELATING TO TRUST PREFERRED SECURITIES
RATIO OF EARNINGS TO FIXED CHARGES
THE TRUSTS
	Securities of Each Trust
	Powers and Duties of Trustees
	Books and Records
	The Property Trustee
	Events of Default
	Debts and Obligations
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
	Terms
	Voting
	Distributions
	Record Holders
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEES
	Covenants of Centex
	Amendments and Assignment
	Termination of the Guarantee
	Status of the Guarantee
	Periodic Reports Under Guarantee
	Duties of Guarantee Trustee
	Governing Law
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
	Ranking
	Subsequent Distribution to Holders of Trust Securities
	Terms
	Subordination
	Indenture Events of Default
	Modification of the Indenture
	Book-Entry and Settlement
	Consolidation, Merger and Sale
	Defeasance and Discharge
	Governing Law
	Information About the Indenture Trustee
	Assignment
DESCRIPTION OF CAPITAL STOCK
	Common Stock
	Preferred Stock
	Anti-Takeover Provisions
	Transfer Agent and Registrar
	Stockholder Rights Plan
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
PLAN OF DISTRIBUTION
	Sale through Underwriters or Dealers
	Direct Sales and Sales through Agents
	Delayed Delivery Contracts
	General Information
LEGAL OPINIONS
EXPERTS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
	ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
	ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 16. EXHIBITS*
	ITEM 17. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS*
EX-4.8 By-laws of 3333 Development Corporation
EX-5.1 Opinion/Consent of Raymond G. Smerge, Esq.
EX-5.2.1 Opinion/Consent of Richards Layton
EX-5.2.2 Opinion/Consent of Richards Layton
EX-12.1 Computation of Earnings to Fixed Charges
EX-23.1 Consent of Arthur Andersen LLP
EX-25.1 Form T-1 Statement of Eligibility
EX-25.2 Form T-1 Statement of Eligibility
EX-25.3 Form T-1 Statement of Eligibility

EXPLANATORY NOTE

	The registration statement contains two forms of prospectuses to be used in connection with offerings of the following securities:
(1)	Debt securities (consisting of senior debt securities and subordinated debt securities), common stock, preferred stock, warrants, stock purchase contracts and stock purchase units of Centex Corporation.
(2)	Trust preferred securities of Centex Trust I or Centex Trust II, junior subordinated debt securities, common stock, stock purchase contracts and stock purchase units of Centex Corporation and guarantees by Centex Corporation of trust preferred securities that may be issued by Centex Trust I and Centex Trust II.
	Under the shelf process, we may offer any combination of the securities described in these two prospectuses in one or more offerings with a total initial offering price of up to $1,500,000,000.

The information in this prospectus is incomplete and may be changed. We may not sell these securities until a registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement.

Subject to Completion, Dated February 22, 2002

PROSPECTUS

$1,500,000,000

CENTEX CORPORATION

Senior Debt Securities
Subordinated Debt Securities
Common Stock
Preferred Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units

     We may offer from time to time:

• Senior Debt Securities

• Subordinated Debt Securities

• Common Stock

• Preferred Stock

• Warrants

• Stock Purchase Contracts

• Stock Purchase Units

     We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest.

     Our common stock is traded on the New York Stock Exchange under the trading symbol “CTX” and on The London Stock Exchange Limited.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                              , 2002.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			4
CENTEX			4
	Home Building		4
	Financial Services		4
	Construction Products		4
	Contracting and Construction Services		5
	Investment Real Estate		5
	Home Services		5
WHERE YOU CAN FIND MORE INFORMATION			5
A WARNING ABOUT FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			7
RATIO OF EARNINGS TO FIXED CHARGES			7
DESCRIPTION OF DEBT SECURITIES			8
	General Information About the Debt Securities		8
	Covenants Included in the Indentures		9
	Payment of Principal, Interest and Premium; Transfer of Securities		10
	Specific Characteristics of Our Debt Securities		10
	Global Certificates		11
	Events of Default		12
	Defeasance of Debt Securities		13
	Consolidation, Merger or Sale of Centex		13
	Modification of the Indentures		13
	Certificates and Opinions to be Furnished to Trustee		14
	Report to Holders of Debt Securities		14
	The Trustee		14
	Ratings of Our Debt Securities By Rating Agencies		14
	Method for Calling Meetings of the Holders of Debt		14
	Governing Law		15
	Notices to Holders of Debt Securities		15
DESCRIPTION OF CAPITAL STOCK			15
	Common Stock		15
	Preferred Stock		16
	Anti-Takeover Provisions		17
	Transfer Agent and Registrar		19
	Stockholder Rights Plan		19
DESCRIPTION OF WARRANTS			19
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			20
PLAN OF DISTRIBUTION			20
	Sale through Underwriters or Dealers		21
	Direct Sales and Sales through Agents		21

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	Delayed Delivery Contracts	21
	General Information	21
LEGAL OPINIONS		22
EXPERTS		22

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ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. The registration statement also includes a prospectus under which Centex Trust I and Centex Trust II, two of our subsidiaries, may offer from time to time trust preferred securities guaranteed by us, and we may offer our related junior subordinated debt securities and our stock purchase contracts or stock purchase units. Under the shelf process, we may offer any combination of the securities described in these two prospectuses in one or more offerings with a total initial offering price of up to $1,500,000,000. This prospectus provides you with a general description of the senior debt securities, subordinated debt securities, common stock, preferred stock, warrants, stock purchase contracts and stock purchase units we may offer. Each time we use this prospectus to offer these securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and the prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

CENTEX

     Through its various subsidiaries, Centex Corporation is one of the nation’s largest home builders and general building contractors. We also provide retail mortgage lending services through various financial services subsidiaries. We currently operate in six principal business segments:

• Home Building

• Financial Services

• Construction Products

• Contracting and Construction Services

• Investment Real Estate

• Home Services

Home Building

     The Home Building business segment includes our conventional Home Building and Manufactured Homes operations.

     Our conventional Home Building operation, Centex Homes, is primarily involved in the purchase and development of land or lots and the construction and sale of single-family homes, town homes and low-rise condominiums.

     At present, our Manufactured Homes operations include the manufacture of residential and park model homes and, to a lesser degree, commercial structures in factories and the sale of these products through company-owned retail outlets and a network of independent dealers.

Financial Services

     The Financial Services segment consists primarily of home financing, home equity and sub-prime lending and the sale of title and other insurance coverages. These activities include mortgage loan origination and servicing and other related services for purchasers of homes sold by our subsidiaries and others.

Construction Products

     Through our Construction Products operations, we manufacture cement, gypsum wallboard, recycled paperboard, aggregates and ready-mix concrete for distribution and sale. In fiscal 1995, our construction products subsidiary, Centex Construction Products, Inc., completed an initial public offering of 51% of its common stock.

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Principally as a result of stock repurchases by Centex Construction Products, our ownership interest in Centex Construction Products has increased to 65.2% as of December 31, 2001.

Contracting and Construction Services

     Contracting and Construction Services activities involve the construction of buildings for both private and government interests, including (among others) office, commercial and industrial buildings, hospitals, hotels, museums, libraries, airport facilities and educational institutions.

Investment Real Estate

     Investment Real Estate operations involve the acquisition, development and sale of land, primarily for industrial, office, multi-family, retail and mixed-use projects, and investments in other real estate operations, including U.K. home building operations.

Home Services

     Our Home Services operations provide pest management, lawn care and electronic security alarm monitoring services to both Centex and non-Centex homeowners.

     Our principal executive office is located at 2728 N. Harwood Street, Dallas, Texas 75201, and our telephone number is (214) 981-5000.

WHERE YOU CAN FIND MORE INFORMATION

     We, together with 3333 Holding Corporation and Centex Development Company, L.P., file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Our SEC filings are also available to the public over the Internet at the SEC’s web site at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

     This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its web site.

     The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference:

• our Joint Annual Report on Form 10-K of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the year ended March 31, 2001;

• our Joint Quarterly Reports on Form 10-Q of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001;

• our Current Reports on Form 8-K dated June 19, 2001, October 23, 2001, December 5, 2001, January 8, 2002 and January 23, 2002;

• description of our common stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971, as such forms may be amended to update such description;

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• description of the 3333 Holding Corporation common stock, $0.01 par value per share, contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987, as such forms may be amended to update such description;

• description of the warrants to purchase Class B Units of limited partnership interest of Centex Development Company, L.P. contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987, as such forms may be amended to update such description; and

• description of our preferred stock purchase rights contained in the Form 8-A Registration Statement of Centex Corporation dated October 8, 1996, as amended by Form 8-A/A filed on February 22, 1999, as such forms may be amended to update such description.

     We also incorporate by reference any future filings made with the SEC by Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities.

     You may request a copy of these filings at no cost, by writing or telephoning us at the following address and telephone number:

Corporate Secretary
Centex Corporation
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000

     You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     Statements contained or incorporated by reference in this prospectus and the accompanying prospectus supplement that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information about possible or assumed future results of our operations. Also, when we use any of the words “believes,” “expects,” “anticipates” or similar expressions, we are making forward-looking statements. Many possible events or factors could affect the future financial results and performance of our company. This could cause results or performance to differ materially from those expressed in our forward-looking statements. You should consider these risks when you purchase securities. These possible events or factors include the following:

• general economic conditions and interest rates;

• the cyclical and seasonal nature of our businesses;

• adverse weather;

• changes in property taxes and energy costs;

• changes in federal income tax laws and federal mortgage financing programs;

• governmental regulation;

• changes in governmental and public policy;

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• changes in economic conditions specific to any one or more of our markets and businesses;

• competition;

• availability of raw materials; and

• unexpected operations difficulties.

     We refer you to the documents identified above under “Where You Can Find More Information” for a discussion of these factors and their effects on our business.

USE OF PROCEEDS

     Except as otherwise provided in the related prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include:

• repayments or refinancing of debt;

• working capital;

• capital expenditures;

• acquisitions; and

• repurchases or redemption of securities.

RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the ratio of earnings to fixed charges for the periods indicated:

Nine Months Ended

December 31,

Fiscal Years Ended March 31,

2001

2000

2001

2000

1999

1998

1997

Total enterprise

2.88x

3.11x

3.18x

4.52

x

4.31

4.16x

3.71x

Centex (excluding Financial Services operations)

4.12x

4.59x

4.92x

6.96

7.42

x

6.83x

5.22x

     These computations include Centex Corporation and, except as otherwise noted, our subsidiaries, and 50% or less owned companies. For these ratios, fixed charges include:

• interest on all debt and amortization of debt discount and expense;

• capitalized interest; and

• an interest factor attributable to rentals.

     Earnings include the following components:

• income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investments;

• fixed charges as defined above, but excluding capitalized interest; and

• amortization of capitalized interest.

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     To calculate the ratio of earnings to fixed charges, excluding our Financial Services operations, the applicable interest expense was deducted from the fixed charges and the applicable earnings were deducted from the earnings amount.

     The computations that exclude our Financial Services operations are presented only to provide investors an alternative method of measuring the ability of our earnings to cover our fixed charges. The principal reasons why we present these computations that exclude our Financial Services operations are as follows:

• the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries;

• the Financial Services subsidiaries have structured their financing programs substantially on a stand-alone basis; and

• we have limited obligations with respect to the indebtedness of our Financial Services subsidiaries.

DESCRIPTION OF DEBT SECURITIES

     Any debt securities that we offer will be our direct unsecured general obligations. These debt securities will be either senior debt securities or subordinated debt securities and will be issued under one or more separate indentures between us and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee. A debt security is considered “senior” or “subordinated” depending on how it ranks in relation to our other debts. Senior debt securities will generally rank equal to our other senior debt and unsubordinated debt. Holders of our subordinated debt securities will only be entitled to payment after we pay our senior debts, including our senior debt securities.

     Any senior debt securities that we offer will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. Unless specifically stated otherwise, all references below to an article or section refer to that article or section in both indentures.

     We have summarized the material provisions of the indentures in this section, but this is only a summary. The senior indenture and the subordinated indenture have been filed with the SEC and are incorporated by reference in our registration statement that contains this prospectus. See “Where You Can Find More Information.” You should read the indentures for provisions that may be important to you. You should review the applicable indenture for additional information before you buy any debt securities. Capitalized terms used in the following summary have the meanings specified in the indentures unless otherwise defined below.

General Information About the Debt Securities

     Because we are a holding company and all operations are conducted by our subsidiaries, holders of our debt securities will generally have a junior position to claims of creditors and certain security holders of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing authorities, guarantee holders and any preferred stockholders. Certain of our operating subsidiaries, principally our Financial Services operations, have ongoing corporate debt programs used to finance their business activities. As of December 31, 2001, our subsidiaries had approximately $3.6 billion principal amount of outstanding debt (including certain asset securitizations accounted for as borrowings). Moreover, our ability to pay principal and interest on our debt securities is, to a large extent, dependent upon our receiving dividends, interest or other amounts from our subsidiaries. The indentures under which the debt securities are to be issued do not contain any limitation on our ability to incur additional debt or on our subsidiaries’ ability to incur additional debt to us or to unaffiliated third parties. In addition, we borrow funds from and lend funds to our subsidiaries from time to time to manage our working capital needs. Our indebtedness to our subsidiaries will rank equally in right of payment to our senior debt securities and senior in right of payment to our subordinated debt securities.

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     A prospectus supplement and a supplemental indenture relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

• the title, type and amount of the debt securities;

• the total principal amount and priority of the debt securities;

• the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated;

• the dates on which the principal of the debt securities will be payable;

• the interest rate which the debt securities will bear and the interest payment dates for the debt securities;

• any optional redemption periods;

• any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;

• the terms of any right to convert or exchange debt securities into or for shares of our common stock or other securities or property;

• any provisions granting special rights to holders when a specified event occurs;

• any changes to or additional events of default or covenants;

• any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; and

• any other terms of the debt securities.

     None of the indentures limits the amount of debt securities that may be issued. Each indenture allows debt securities to be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us.

     Debt securities of a series may be issued in registered, bearer, coupon or global form.

Covenants Included in the Indentures

     Under the indentures, we will:

• pay the principal, interest and any premium on the debt securities when due;

• maintain a place of payment;

• deliver a report to the trustee at the end of each fiscal year reviewing our obligations under the indentures; and

• deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium.

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Payment of Principal, Interest and Premium; Transfer of Securities

     Unless we designate otherwise, we will pay principal, interest and any premium on fully registered securities in Dallas, Texas. We will make payments by check mailed to the persons in whose names the debt securities are registered on days specified in the indentures or any prospectus supplement. We will make debt securities payments in other forms at a place we designate and specify in a prospectus supplement. You may transfer or exchange fully registered securities at the corporate trust office of the trustee or at any other office or agency maintained by us for such purposes, without having to pay any service charge except for any tax or governmental charge.

Specific Characteristics of Our Debt Securities

     Senior Debt Securities

     Generally, the senior debt securities issued under the senior indenture will rank equally with all of our other senior debt and unsubordinated debt. All series of senior debt securities issued under the senior indenture will rank equally in right of payment with each other and with our other senior debt. Any additional senior debt securities we may issue will rank equally in right of payment with the senior debt securities offered and sold under this prospectus and the related prospectus supplement. Further, the senior indenture does not prohibit us from issuing such additional senior debt securities. Any senior debt securities issued pursuant to the senior indenture will be senior in right of payment to our subordinated debt securities.

     Subordinated Debt Securities

     The subordinated debt securities that may be offered will have a junior position to all of our senior debt. Under the subordinated indenture, payment of the principal, interest and any premium on the subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all senior debt.

     Except in certain circumstances, the subordinated indenture prohibits us from making any payment of principal of or premium, if any, or interest on, or sinking fund requirements for, any subordinated debt securities:

• if we fail to pay the principal, interest, any premium or any other amounts on any senior debt when due; or

• if there is any default relating to certain senior debt beyond the period of grace, unless and until the default on the senior debt is cured or waived.

     The subordinated indenture does not limit the amount of senior debt that we may incur. All series of subordinated debt securities that may be offered will rank equally in right of payment with each other and with any other subordinated debt that ranks on a parity with the subordinated debt securities.

     Except in certain circumstances, upon any distribution of our assets in connection with any dissolution, winding up, liquidation, reorganization, bankruptcy or other similar proceeding relative to us or our property, the holders of all senior debt will first be entitled to receive payment in full of the principal and premium, if any, and interest due on the senior debt before the holders of any subordinated debt securities are entitled to receive any payment of the principal of and premium, if any, or interest on any subordinated debt securities. Because of this subordination, if we become insolvent, our creditors who are not holders of senior debt may recover less, ratably, than holders of senior debt.

     Under the subordinated indenture, “senior indebtedness” of Centex Corporation includes (1) indebtedness of Centex for borrowed money (other than the subordinated debt securities issued under the subordinated indenture), any guarantee by Centex of indebtedness of another person for borrowed money, capitalized lease obligations of Centex, indebtedness under any performance or payment bond issued in connection with any construction contract to which Centex is or was a party and indebtedness incurred or guaranteed by Centex in connection with the acquisition of any property, asset or business, unless, in each such case, it is provided that such indebtedness or obligation ranks on a parity with or is subordinated to the subordinated debt securities, and (2) any other liability or obligation of Centex that, when created or incurred, is specifically designated as senior indebtedness with respect to the subordinated debt securities. As noted above, any borrowings by us from our subsidiaries will be included

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within the definition of senior indebtedness. The aggregate principal amount of our senior indebtedness at December 31, 2001 was approximately $1.8 billion, of which approximately $319 million represented indebtedness owed by us to our subsidiaries. The aggregate principal amount of our subordinated debt at December 31, 2001 was approximately $202 million.

Global Certificates

     The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that will be deposited with a depository identified in a prospectus supplement.

     The specific terms of the depository arrangements with respect to any debt securities of a series will be described in a prospectus supplement.

     Unless otherwise specified in a prospectus supplement, debt securities issued in the form of a global certificate to be deposited with a depository will be represented by a global certificate registered in the name of the depository or its nominee. Upon the issuance of a global certificate in registered form, the depository for the global certificate will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by the global certificate to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited shall be designated by the underwriters or agents of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global certificate will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in a global certificate will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depository or its nominee for the global certificate. Ownership of beneficial interests in a global certificate by persons that hold through participants will be shown on, and the transfer of that ownership interest within the participant will be effected only through, records maintained by the participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global certificate.

     So long as the depository for a global certificate in registered form, or its nominee, is the registered owner of the global certificate, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities of the series represented by the global certificate for all purposes under the indentures. Generally, owners of beneficial interests in a global certificate will not be entitled to have debt securities of the series represented by the global certificate registered in their names, will not receive or be entitled to receive physical delivery of debt securities in definitive form, and will not be considered the owners or holders of the global certificate under the applicable indenture.

     Payment of principal of, premium, if any, and any interest on debt securities of a series registered in the name of or held by a depository or its nominee will be made to the depository or its nominee, as the case may be, as the registered owner or the holder of a global certificate representing the debt securities. None of Centex, the trustee, any paying agent, or the applicable debt security registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global certificate for the debt securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

     We expect that the depository for debt securities of a series, upon receipt of any payment of principal, premium or interest in respect of a permanent global certificate, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global certificate as shown on the records of the depository. We also expect that payments by participants to owners of beneficial interests in a global certificate held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and the payments will be the responsibility of the participants. However, we have no control over the practices of the depository and/or the participants and there can be no assurance that these practices will not be changed.

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     Unless it is exchanged in whole or in part for debt securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the depository.

     Unless otherwise stated in any prospectus supplement, The Depository Trust Company, New York, New York will act as depository. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by The Depository Trust Company and its participants.

Events of Default

     “Event of default” when used in an indenture will mean any of the following:

• failure to pay the principal or any premium on any debt security when due;

• failure to deposit any sinking fund payment when due;

• failure to pay when due interest on any debt security for 30 days;

• failure to perform any other covenant in the indenture that continues for 60 days after being given written notice;

• certain events in bankruptcy, insolvency or reorganization of Centex; and

• any other event of default included in any indenture or supplemental indenture.

     An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under an indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

     If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% of the total principal amount of the debt securities of the series may declare the entire principal of that series due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of that series can void the declaration. The trustee will not be charged with knowledge of any event of default other than our failure to make principal and interest payments unless actual written notice is received by the trustee.

     The indentures limit the right to institute legal proceedings. No holder of any debt securities will have the right to bring a claim under an indenture unless:

• the holder has given written notice of default to the trustee;

• the holders of not less than 25% of the aggregate principal amount of debt securities of a particular series shall have made a written request to the trustee to bring the claim and furnished the trustee reasonable indemnification as it may require;

• the trustee has not commenced an action within 60 days of receipt of that notice and indemnification; and

• no direction inconsistent with the request has been given to the trustee by the holders of not less than a majority of the aggregate principal amount of the debt securities of the series then outstanding. Subject to applicable law and any applicable subordination provisions, the holders of debt securities may enforce payment of the principal of or premium, if any, or interest on their debt securities. No holder of debt securities of a particular series has the right to prejudice the rights or obtain priority or preference over the rights of any other holder of debt securities of that series.

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     The holders of a majority of the aggregate principal amount of any series of debt securities may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any power conferred on the trustee. The trustee, however, may decline to follow that direction if, being advised by counsel, the trustee determines that the action is not lawful. In addition, the trustee may refuse to act if it in good faith determines that the action would unduly prejudice the holders of the debt securities not taking part in the action or would impose personal liability on the trustee.

     Each indenture provides that, in case an event of default in respect of a particular series of debt securities has occurred, the trustee is to use the degree of care of a prudent man in the conduct of his own affairs. Subject to those provisions, the trustee is under no obligation to exercise any of its rights or power under the indentures at the request of any of the holders of the debt securities of a particular series unless they have furnished to the trustee security or indemnity in reasonable amounts against the costs, expenses and liabilities which may be incurred by the trustee.

     We will be required to furnish to the trustee an annual statement as to the fulfillment by Centex of all of our obligations under the relevant indenture.

Defeasance of Debt Securities

     We will be discharged from our obligations on the debt securities of any series at any time we deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of the series. If this happens, the holders of the debt securities of the series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of destroyed, lost, stolen or mutilated debt securities.

     Under federal income tax law as of the date of this prospectus, a discharge may be treated as an exchange of the related debt securities. Each holder might be required to recognize a gain or loss equal to the difference between the holder’s cost or other tax basis for the debt securities and the value of the holder’s interest in the trust. Holders might be required to include as income a different amount than would be includable without the discharge. We urge you to consult your tax adviser as to the consequences of a discharge, including the applicability and effect of tax laws other than the federal income tax law.

Consolidation, Merger or Sale of Centex

     Each indenture generally permits us to consolidate or merge with another corporation. The indentures also permit us to sell all or substantially all of our property and assets. If this happens, the remaining or acquiring corporation will assume all of our responsibilities and liabilities under the indentures including the payment of all amounts due on the debt securities of each series outstanding and performance of the covenants in the indentures.

     However, we will only consolidate or merge with or into any other corporation or sell all or substantially all of our assets according to the terms and conditions of the indentures. The remaining or acquiring corporation will be substituted for us in the indentures with the same effect as if it had been an original party to the indenture. Thereafter, the successor corporation may exercise our rights and powers under any indenture, in our name or in its own name. Any act or proceeding required or permitted to be done by our board of directors or any of our officers may be done by the board or officers of the successor corporation.

Modification of the Indentures

     Under each indenture we may modify rights and obligations and the rights of the holders with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification. We cannot, however, modify the principal or interest payment terms, or reduce the percentage required for modification, against any holder without its consent. We may also enter into supplemental indentures with the trustee, without obtaining the consent of the holders of any series of debt securities, to cure any ambiguity or to correct or supplement any provision of an indenture or any supplemental indenture which may be defective or inconsistent with any other provision, to pledge any property to or with the trustee or to make any other provisions with respect to matters or questions arising under the indentures, provided that such action does not adversely affect

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the interests of the holders of the debt securities. We may also enter into supplemental indentures without the consent of holders of any series of debt securities to set forth the terms of additional series of debt securities, to evidence the succession of another person to our obligations under the indenture or to add to our covenants.

Certificates and Opinions to be Furnished to Trustee

     Each indenture provides that, in addition to other certificates or opinions that may be specifically required by other provisions of an indenture, every time we ask the trustee to take action under such indenture, we must provide a certificate of certain of our officers and an opinion of counsel, who may be our counsel, stating that, in the opinion of the signers, all conditions precedent to such action have been complied with.

Report to Holders of Debt Securities

     We will provide audited financial statements annually to holders of debt securities. The trustee is required to submit an annual report to the holders of the debt securities regarding, among other things, the trustee’s eligibility to serve as trustee, the priority of the trustee’s claims regarding certain advances made by it, and any action taken by the trustee materially affecting the debt securities.

The Trustee

     JPMorgan Chase Bank, whose Corporate Trust Office is located at 600 Travis Street, Suite 1150, Houston, Texas 77002, is the trustee under the subordinated indenture and the senior indenture. JPMorgan Chase Bank serves as trustee with respect to our 8.75% subordinated debentures due March 1, 2007 and our 7.375% subordinated debentures due June 1, 2005, all previously issued under the subordinated indenture. JPMorgan Chase Bank also serves as trustee with respect to notes issued pursuant to our medium-term note programs and senior note programs, all issued under the senior indenture. JPMorgan Chase Bank is also the trustee under our indenture for our junior subordinated debt securities which may be offered to Centex Trust I and Centex Trust II, two subsidiaries of Centex which exist for the purpose of issuing trust preferred securities.

     Pursuant to the indentures and the Trust Indenture Act of 1939, any uncured event of default with respect to any series of debt securities will force the trustee to resign as trustee under the applicable indenture. If the trustee resigns, a successor trustee will be appointed in accordance with the terms and conditions of the applicable indenture.

     Centex and its affiliates maintain other banking relationships in the ordinary course of business with the trustee and its affiliates.

     The trustee may resign or be removed by us with respect to one or more series of debt securities and a successor trustee may be appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the debt securities of any series may remove the trustee with respect to the debt securities of that series.

     Each indenture contains limitations on the right of the trustee, in the event that the trustee becomes our creditor, to obtain payment of its claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.

Ratings of Our Debt Securities By Rating Agencies

     Particular series of debt securities may be rated by one or more nationally recognized statistical rating agencies.

Method for Calling Meetings of the Holders of Debt

     Each indenture contains provisions describing how meetings of the holders of debt securities of a series may be convened. A meeting may be called at any time by the trustee, and also, upon request, by us or the holders of at least 10% in principal amount of the outstanding debt securities of a series. A notice of the meeting must

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always be given in the manner described under “—Notices to Holders of Debt Securities” below. Generally speaking, except for any consent that must be given by all holders of a series as described under “—Modification of the Indentures” above, any resolution presented at a meeting of the holders of a series of debt securities may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series, unless the indenture allows the action to be voted upon to be taken with the approval of the holders of a different specific percentage of principal amount of outstanding debt securities of a series. In that case, the holders of outstanding debt securities of at least the specified percentage must vote in favor of the action. Any resolution passed or decision taken at any meeting of holders of debt securities of any series in accordance with the applicable indenture will be binding on all holders of debt securities of that series and any related coupons, unless, as discussed in “-Modification of the Indentures” above, the action is only effective against holders that have approved it. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be holders holding or representing a majority in principal amount of the outstanding debt securities of a series.

Governing Law

     Each indenture and each series of debt securities will be governed by and construed in accordance with the laws of the State of Texas.

Notices to Holders of Debt Securities

     Notices to holders of debt securities of a series will be mailed to the addresses of the holders listed in the senior debt security register or the subordinated debt security register, as applicable.

DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock consists of:

• 100,000,000 shares of common stock, par value $.25 per share; and

• 5,000,000 shares of preferred stock issuable in series.

     We have summarized selected aspects of our capital stock below. The summary is not complete. For a complete description, you should refer to our articles of incorporation, by-laws and the Rights Agreement, dated as of October 2, 1996 between us and ChaseMellon Shareholder Services, L.L.C., as rights agent, and the amendment to the Rights Agreement, all of which are exhibits to the registration statement of which this prospectus is part.

Common Stock

     Each share of common stock is entitled to participate equally in dividends as and when declared by our board of directors. The payment of dividends on our common stock may be limited by obligations we may have to holders of any preferred stock. For information regarding restrictions on payments of dividends, see the prospectus supplement applicable to any issuance of common stock.

     Common stockholders are entitled to one vote for each share held on all matters submitted to them. The common stock does not have cumulative voting rights, which means that the holders of a majority of the outstanding shares of common stock have the ability to elect all the directors. Thus, a stockholder is not entitled to a number of votes equal to his shares multiplied by the number of directors to be elected and to divide his votes among the candidates in any way he chooses.

     If we liquidate or dissolve our business, the holders of common stock will share ratably in the distribution of assets available for distribution to stockholders after creditors are paid and preferred stockholders receive their distributions. The shares of common stock have no preemptive rights and are not convertible, redeemable or assessable or entitled to the benefits of any sinking fund.

     All issued and outstanding shares of common stock are fully paid and nonassessable. Any shares of common stock we offer under this prospectus will be fully paid and nonassessable.

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     On November 30, 1987, we distributed as a dividend to our stockholders, through a nominee, all of the issued and outstanding shares of the common stock, par value $.01 per share, of 3333 Holding Corporation, a Nevada corporation, and 900 warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership. Pursuant to an agreement with the nominee, the nominee is the record holder of the 900 warrants and 1,000 shares of common stock of 3333 Holding Corporation, which constitute all of the issued and outstanding capital stock of 3333 Holding Corporation, on behalf of and for the benefit of persons who are from time to time the holders of Centex common stock. Each Centex stockholder owns a beneficial interest in that portion of the 1,000 shares of common stock of 3333 Holding Corporation and the 900 warrants that the total number of shares of Centex common stock held by the stockholder bears to the total number of shares of Centex common stock outstanding from time to time. This beneficial interest is not represented by a separate certificate or receipt. Instead, each Centex stockholder’s beneficial interest in this pro rata portion of the shares of common stock of 3333 Holding Corporation and the 900 warrants is represented by the certificate or certificates evidencing the Centex common stock, and is currently tradable only in tandem with, and as a part of, Centex common stock.

     The common stock is listed on the New York Stock Exchange and trades under the symbol “CTX” and is listed on the London Stock Exchange Limited.

Preferred Stock

     Our board of directors can, without action by stockholders, issue one or more classes or series of preferred stock. The board can determine for each series the number of shares, designation, relative voting rights, dividend rates, liquidation and other rights, preferences and limitations. In some cases, the issuance of preferred stock could delay or discourage a change in control of us.

     We have summarized material provisions of the preferred stock in this section. This summary is not complete. We will file the form of the preferred stock with the SEC before we issue any of it, and you should read it for provisions that may be important to you.

     The prospectus supplement relating to any series of preferred stock we are offering will include specific terms relating to the offering. These terms will include some or all of the following:

• the title of the preferred stock;

• the maximum number of shares of the series;

• the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;

• any liquidation preference;

• any redemption provisions;

• any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock;

• any terms for the conversion or exchange of the preferred stock for other securities of us or any other entity;

• any voting rights; and

• any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares .

     Any shares of preferred stock we issue will be fully paid and nonassessable.

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     Our board of directors has reserved for issuance pursuant to our stockholder rights plan described below a total of 1,000,000 shares of Junior Participating Preferred Stock. We do not have any outstanding shares of preferred stock at the date of this prospectus.

Anti-Takeover Provisions

     The provisions of Nevada law and our articles of incorporation and by-laws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the common stock.

     Staggered Board of Directors

     Our board of directors is divided into three classes that are elected for staggered three-year terms. The classification of the board of directors has the effect of requiring at least two annual stockholder meetings, instead of one, to effect a change in control of the board of directors. The affirmative vote of the holders of two-thirds or more of the voting power of shares entitled to vote in the election of directors is required remove a director.

     Fair Price Provision

     Our articles of incorporation contain a fair price provision. Mergers, consolidations and other business combinations involving us and an “interested stockholder” require the approval of both the holders of at least 66 2/3% of our outstanding voting stock and the holders of a majority of our outstanding voting stock not owned by the interested stockholder. Interested stockholders include the holder of 20% or more of our outstanding voting stock. The voting requirements do not apply, however, if the “disinterested directors,” as defined in our articles of incorporation, approve the business combination, or the business combination meets other specified fair price conditions.

     Liability of Our Directors and Officers

     As permitted by Nevada law, we have included in our articles of incorporation a provision that limits our directors’ and officers’ liability for monetary damages for breach of their fiduciary duty as a director or officer to us and our stockholders. The provision does not affect the liability of a director:

• for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

• for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

     This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

     Director Nominations

     Our stockholders can nominate candidates for our board of directors if the stockholders follow advance notice procedures described in our by-laws.

     Generally, stockholders must submit a nomination at least 90 days in advance of the annual stockholders’ meeting or, if the election is to be held at a special meeting, by the seventh day following the date on which notice of the special meeting is first given to stockholders. The notice must include the name and address of the stockholder and the person to be nominated, a representation that the stockholder is the holder of record of stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting, a description of any arrangements or understandings with respect to the nomination of directors that exist between the stockholder and any other person, information about the nominee required by the SEC and the consent of the nominee to serve as a director if elected.

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     Director nominations that are late or that do not include all required information may be rejected. This could prevent stockholders from making nominations for directors.

     Nevada Anti-takeover Statutes

     We are a Nevada corporation with at least 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and certain of our subsidiaries do business in Nevada. Nevada law provides that an acquiring person who acquires a controlling interest in a corporation meeting the control share law tests described in the preceding sentence may only exercise voting rights on any control shares if these voting rights are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least a majority of all the voting power, any of our stockholders who did not vote in favor of authorizing voting rights for the control shares are entitled to payment for the fair value of his or her shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are outstanding voting shares that an acquiring person or associated persons acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became an acquiring person.

     In addition, Nevada law restricts the ability of a corporation to engage in any combination with an interested stockholder for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or the purchase of shares by the interested stockholder is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not previously approved, the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the offer meets certain fair price criteria.

     An “interested stockholder” is a person who is:

• the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or

• an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the corporation.

     Our articles of incorporation and bylaws do not exclude us from these restrictions.

     These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board and in the policies formulated by the board and to discourage some types of transactions that may involve actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of our outstanding shares or an unsolicited proposal for the potential restructuring or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They may also have the effect of preventing changes in our management.

     Other Provisions

     Our articles of incorporation and by-laws also provide that:

• special meetings of stockholders may only be called by the chairman of the board of our board of directors or a majority of our board of directors;

• stockholders may act only at an annual or special meeting and not by written consent;

• a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our by-laws; and

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• a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our articles of incorporation.

Transfer Agent and Registrar

     ChaseMellon Shareholder Services, L.L.C. is our transfer agent and registrar.

Stockholder Rights Plan

     We have a stockholder rights plan under which one preferred share purchase right is attached to each outstanding share of our common stock. Each right entitles its holder to purchase from us one two-hundredths of a share of Junior Participating Preferred Stock, Series D, at an exercise price of $67.50, subject to adjustment under specified circumstances. The rights become exercisable under specified circumstances, including any person or group (an “acquiring person”) becoming the beneficial owner of 15% or more of our outstanding common stock, subject to specified exceptions. If events specified in the stockholder rights plan occur, each holder of rights other than the acquiring person can exercise their rights. When a holder exercises a right, the holder will be entitled to receive common stock valued at twice the exercise price of the right. In some cases, the holder will receive cash, property or other securities instead of common stock. We may redeem the rights for $0.01 per right at any time prior to the fifteenth day after a person or group becomes an acquiring person. The stockholder rights plan and the rights expire in October 2006.

DESCRIPTION OF WARRANTS

     We may issue warrants to purchase debt securities, common stock, preferred stock or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.

     The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. These terms will include some or all of the following:

• the title of the warrants;

• the aggregate number of warrants offered;

• the designation, number and terms of the debt securities, common stock, preferred stock or other securities purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted;

• the exercise price of the warrants;

• the dates or periods during which the warrants are exercisable;

• the designation and terms of any securities with which the warrants are issued;

• if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;

• if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

• any minimum or maximum amount of warrants that may be exercised at any one time;

• any terms relating to the modification of the warrants; and

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• any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants.

     The description in the prospectus supplement will not necessarily be complete, and reference will be made to the warrant agreements which will be filed with the SEC.

DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as “stock purchase contracts.” The price per share of common stock and number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as a part of units consisting of a stock purchase contract and our debt securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase the common stock under the stock purchase contracts, which we refer to herein as “stock purchase units.” The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase units or vice-versa and such payments may be unsecured or prefunded on some basis.

     The prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

     We may sell the offered securities in and outside the United States (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents or (d) through a combination of any of these methods. The prospectus supplement will include the following information:

• the terms of the offering;

• the names of any underwriters or agents;

• the name or names of any managing underwriter or underwriters;

• the purchase price of the securities from us;

• the net proceeds to us from the sale of the securities;

• any delayed delivery arrangements;

• any underwriting discounts, commissions and other items constituting underwriters’ compensation;

• any initial public offering price;

• any discounts or concessions allowed or reallowed or paid to dealers; and

• any commissions paid to agents.

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Sale through Underwriters or Dealers

     If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

     During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

     If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales through Agents

     We may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

     We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

     If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

     We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

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LEGAL OPINIONS

     Raymond G. Smerge, Esq., our Executive Vice President, Chief Legal Officer and Secretary, will issue an opinion about the legality of the offered securities. As of February 1, 2002, Mr. Smerge beneficially owned 3,242 shares of our common stock and held options to purchase an additional 272,500 shares of our common stock, of which options covering 132,100 shares were exercisable.

EXPERTS

     The financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement to the extent and for the periods indicated in their reports have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

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The information in this prospectus is incomplete and may be changed. We may not sell these securities until a registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement.

Subject to Completion, Dated February 22, 2002

PROSPECTUS

$1,500,000,000

CENTEX CORPORATION

Junior Subordinated Debt Securities
Common Stock
Stock Purchase Contracts
Stock Purchase Units

CENTEX TRUST I
CENTEX TRUST II

Trust Preferred Securities fully and unconditionally guaranteed,
as described herein, by Centex Corporation

The Trusts

     Centex Trust I and Centex Trust II are subsidiaries of Centex Corporation. They exist for the purpose of issuing trust preferred securities.

The Offering

     Trust Preferred Securities

     The trusts may offer from time to time trust preferred securities representing undivided beneficial interests in the assets of the issuing trust. The trusts will use the proceeds from the sale of their preferred securities to purchase Centex’s junior subordinated debt securities. The trust preferred securities may be convertible into Centex’s shares.

     Debt Securities

     Centex may offer from time to time its junior subordinated debt securities to the trusts. These debt securities will be unsecured and subordinate and junior in right of payment to Centex’s senior debt. These junior subordinated debt securities may be distributed to holders of the trust preferred securities if and when a trust is dissolved. The debt securities may be convertible into Centex’s shares.

     Guarantee

     Centex will guarantee on a subordinated basis the trusts’ payment obligations on the trust preferred securities as described in this prospectus and the prospectus supplement.

     Stock Purchase Contracts and Stock Purchase Units

     Centex may issue stock purchase contracts obligating holders to purchase from Centex a specified number of shares of common stock in the future. The stock purchase contracts may be issued separately or as a part of stock purchase units consisting of a stock purchase contract and trust preferred securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase

common stock under the stock purchase contracts. We will provide the specific terms of the stock purchase contracts and stock purchase units in a prospectus supplement.

     Our common stock is traded on the New York Stock Exchange under the trading symbol “CTX” and on The London Stock Exchange Limited.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                               , 2002.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			4
CENTEX			4
	Home Building		4
	Financial Services		5
	Construction Products		5
	Contracting and Construction Services		5
	Investment Real Estate		5
	Home Services		5
WHERE YOU CAN FIND MORE INFORMATION			5
A WARNING ABOUT FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			7
ACCOUNTING TREATMENT RELATING TO TRUST PREFERRED SECURITIES			7
RATIO OF EARNINGS TO FIXED CHARGES			8
THE TRUSTS			8
	Securities of Each Trust		9
	Powers and Duties of Trustees		9
	Books and Records		10
	The Property Trustee		10
	Events of Default		10
	Debts and Obligations		11
DESCRIPTION OF THE TRUST PREFERRED SECURITIES			11
	Terms		11
	Voting		12
	Distributions		12
	Record Holders		12
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEES			13
	Covenants of Centex		14
	Amendments and Assignment		15
	Termination of the Guarantee		15
	Status of the Guarantee		15
	Periodic Reports Under Guarantee		16
	Duties of Guarantee Trustee		16
	Governing Law		16
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES			16
	Ranking		16
	Subsequent Distribution to Holders of Trust Securities		17
	Terms		17
	Subordination		18
	Indenture Events of Default		19
	Modification of the Indenture		20
	Book-Entry and Settlement		21

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	Consolidation, Merger and Sale	22
	Defeasance and Discharge	22
	Governing Law	23
	Information About the Indenture Trustee	23
	Assignment	24
DESCRIPTION OF CAPITAL STOCK		24
	Common Stock	24
	Preferred Stock	25
	Anti-Takeover Provisions	25
	Transfer Agent and Registrar	27
	Stockholder Rights Plan	27
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		28
PLAN OF DISTRIBUTION		28
	Sale through Underwriters or Dealers	29
	Direct Sales and Sales through Agents	29
	Delayed Delivery Contracts	29
	General Information	29
LEGAL OPINIONS		30
EXPERTS		30

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ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. The registration statement also includes a prospectus under which Centex may offer from time to time its senior debt securities, subordinated debt securities, shares of common stock or preferred stock, warrants and stock purchase contracts or stock purchase units. Under the shelf process, we may offer any combination of the securities described in these two prospectuses in one or more offerings with a total initial offering price of up to $1,500,000,000. This prospectus provides you with a general description of the trust preferred securities, the junior subordinated debt securities, the common stock into which the trust preferred securities or the debt securities may be convertible or which may be issued pursuant to Centex’s stock purchase contracts and stock purchase units, and Centex’s guarantees. Each time we use this prospectus to offer these securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and the prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

     We have not included separate financial statements of the trusts in this prospectus. We do not consider that such financial statements are material to holders of the trust preferred securities because:

• each trust is a newly created special purpose entity;

• neither trust has any operating history or independent operations; and

• neither trust is engaged in, nor will it engage in, any activity other than issuing preferred and common securities, investing in and holding Centex’s junior subordinated debt securities and engaging in related activities.

     Furthermore, Centex’s obligations under the junior subordinated debt securities, the associated indenture, the declarations of trust and the guarantees provide a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. In addition, we do not expect that the trusts will file reports with the SEC under the Securities Exchange Act of 1934.

CENTEX

     Through its various subsidiaries, Centex Corporation is one of the nation’s largest home builders and general building contractors. We also provide retail mortgage lending services through various financial services subsidiaries. We currently operate in six principal business segments:

• Home Building

• Financial Services

• Construction Products

• Contracting and Construction Services

• Investment Real Estate

• Home Services

Home Building

     The Home Building business segment includes our conventional Home Building and Manufactured Homes operations.

     Our conventional Home Building operation, Centex Homes, is primarily involved in the purchase and development of land or lots and the construction and sale of single-family homes, town homes and low-rise condominiums.

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     At present, our Manufactured Homes operations include the manufacture of residential and park model homes and, to a lesser degree, commercial structures in factories and the sale of these products through company-owned retail outlets and a network of independent dealers.

Financial Services

     The Financial Services segment consists primarily of home financing, home equity and sub-prime lending and the sale of title and other insurance coverages. These activities include mortgage loan origination and servicing and other related services for purchasers of homes sold by our subsidiaries and others.

Construction Products

     Through our Construction Products operations, we manufacture cement, gypsum wallboard, recycled paperboard, aggregates and ready-mix concrete for distribution and sale. In fiscal 1995, our construction products subsidiary, Centex Construction Products, Inc., completed an initial public offering of 51% of its common stock. Principally as a result of stock repurchases by Centex Construction Products, our ownership interest in Centex Construction Products has increased to 65.2% as of December 31, 2001.

Contracting and Construction Services

     Contracting and Construction Services activities involve the construction of buildings for both private and government interests, including (among others) office, commercial and industrial buildings, hospitals, hotels, museums, libraries, airport facilities and educational institutions.

Investment Real Estate

     Investment Real Estate operations involve the acquisition, development and sale of land, primarily for industrial, office, multi-family, retail and mixed-use projects, and investments in other real estate operations, including U.K. home building operations.

Home Services

     Our Home Services operations provide pest management, lawn care and electronic security alarm monitoring services to both Centex and non-Centex homeowners.

     Our principal executive office is located at 2728 N. Harwood Street, Dallas, Texas 75201, and our telephone number is (214) 981-5000.

WHERE YOU CAN FIND MORE INFORMATION

     We, together with 3333 Holding Corporation and Centex Development Company, L.P., file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Our SEC filings are also available to the public over the Internet at the SEC’s web site at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

     This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its web site.

     The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference:

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• our Joint Annual Report on Form 10-K of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the year ended March 31, 2001;

• our Joint Quarterly Reports on Form 10-Q of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001;

• our Current Reports on Form 8-K dated June 19, 2001, October 23, 2001, December 5, 2001, January 8, 2002 and January 23, 2002;

• description of our common stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971, as such forms may be amended to update such description;

• description of the 3333 Holding Corporation common stock, $0.01 par value per share, contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987, as such forms may be amended to update such description;

• description of the warrants to purchase Class B Units of limited partnership interests of Centex Development Company, L.P. contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987, as such forms may be amended to update such description; and

• description of our preferred stock purchase rights contained in the Form 8-A Registration Statement of Centex Corporation dated October 8, 1996, as amended by Form 8-A/A filed on February 22, 1999, as such forms may be amended to update such description.

     We also incorporate by reference any future filings made with the SEC by Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities.

     You may request a copy of these filings at no cost, by writing or telephoning us at the following address and telephone number:

Corporate Secretary
Centex Corporation
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000

     You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     Statements contained or incorporated by reference in this prospectus and the accompanying prospectus supplement that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information about possible or assumed future results of our operations. Also, when we use any of the words “believes,” “expects,” “anticipates” or similar expressions, we are making forward-looking statements. Many possible events or factors could affect the future financial results and performance of our company. This could cause results or performance to differ materially from those expressed in our forward-looking statements. You should consider these risks when you purchase securities. These possible events or factors include the following:

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• general economic conditions and interest rates;

• the cyclical and seasonal nature of our businesses;

• adverse weather;

• changes in property taxes and energy costs;

• changes in federal income tax laws and federal mortgage financing programs;

• governmental regulation;

• changes in governmental and public policy;

• changes in economic conditions specific to any one or more of our markets and businesses;

• competition;

• availability of raw materials; and

• unexpected operations difficulties.

     We refer you to the documents identified above under “Where You Can Find More Information” for a discussion of these factors and their effects on our business.

USE OF PROCEEDS

     Except as otherwise provided in the related prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include:

• repayments or refinancings of debt;

• working capital;

• capital expenditures;

• acquisitions; and

• repurchases or redemption of securities.

     Each trust will use all proceeds from the sale of the trust preferred securities and the common securities to purchase Centex’s junior subordinated debt securities.

ACCOUNTING TREATMENT RELATING TO TRUST PREFERRED SECURITIES

     The financial statements of any trust issuing securities will be consolidated with our financial statements, with the trust preferred securities shown on our consolidated financial statements as Centex-obligated mandatorily convertible preferred capital trust securities of a subsidiary trust. Our financial statements will include a footnote that discloses, among other things, that the assets of the trust consist of our junior subordinated debt securities and will specify the designation, principal amount, interest rate and maturity date of the junior subordinated debt securities.

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RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the ratio of earnings to fixed charges for the periods indicated:

Nine Months Ended

December 31,

Fiscal Years Ended March 31,

2001

2000

2001

2000

1999

1998

1997

Total enterprise

2.88x

3.11x

3.18x

4.52x

4.31x

4.16x

3.71x

Centex (excluding Financial Services operations)

4.12x

4.59x

4.92x

6.96x

7.42x

6.83x

5.22x

     These computations include Centex Corporation and, except as otherwise noted, our subsidiaries, and 50% or less owned companies. For these ratios, fixed charges include:

• interest on all debt and amortization of debt discount and expense;

• capitalized interest; and

• an interest factor attributable to rentals.

     Earnings include the following components:

• income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investments;

• fixed charges as defined above, but excluding capitalized interest; and

• amortization of capitalized interest.

     To calculate the ratio of earnings to fixed charges, excluding our Financial Services operations, the applicable interest expense was deducted from the fixed charges and the applicable earnings were deducted from the earnings amount.

     The computations that exclude our Financial Services operations are presented only to provide investors an alternative method of measuring the ability of our earnings to cover our fixed charges. The principal reasons why we present these computations that exclude our Financial Services operations are as follows:

• the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries;

• the Financial Services subsidiaries have structured their financing programs substantially on a stand-alone basis; and

• we have limited obligations with respect to the indebtedness of our Financial Services subsidiaries.

THE TRUSTS

     Each of the trusts is created under the Delaware Business Trust Act and will be governed by a declaration of trust among the trustees of each trust and Centex. Each declaration will be qualified under the Trust Indenture Act of 1939.

     We have summarized selected provisions of the declarations below. This summary is not complete. For a complete description, we encourage you to read the applicable form of declaration, which we have filed with the SEC. Please read “Where You Can Find More Information.”

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     The address of the principal office of each trust is 2728 North Harwood Street, Dallas, Texas 75201, and the telephone number of each trust at that address is (214) 981-5000.

Securities of Each Trust

     When a trust issues its trust preferred securities, you and the other holders of the trust preferred securities will own all of the issued and outstanding trust preferred securities of the trust. Centex or one of its subsidiaries will acquire all of the issued and outstanding common securities of each trust, representing an undivided beneficial interest in the assets of each trust of at least 3%. The trust preferred securities will be substantially identical to the common securities and will rank equally with the common securities, except that:

• if an event of default under the declaration of trust occurs and is continuing, the holders of trust preferred securities will have the right to receive payments before the holders of the common securities receive payments; and

• the holders of common securities have the exclusive right to appoint, remove or replace the trustees and to increase or decrease the number of trustees.

     Each trust will exist primarily for the purposes of:

• issuing its preferred and common securities;

• investing the proceeds from the sale of its securities in Centex’s junior subordinated debt securities; and

• engaging in only such other activities as are necessary or incidental to issuing its securities and purchasing and holding Centex’s junior subordinated debt securities.

     The rights of the holders of the trust preferred securities of a trust, including economic rights, rights to information and voting rights, will be contained in and governed by the applicable declaration of trust, the Delaware Business Trust Act and the Trust Indenture Act of 1939.

Powers and Duties of Trustees

     The number of trustees of each trust will initially be five. Three of the trustees will be individuals who are officers or employees of Centex. The fourth trustee will be JPMorgan Chase Bank (formerly The Chase Manhattan Bank), which will serve as the property trustee under the declaration of trust for purposes of the Trust Indenture Act of 1939. The fifth trustee will be Chase Manhattan Bank USA, National Association, which has its principal place of business in the State of Delaware.

     The property trustee will own and hold for your benefit Centex’s junior subordinated debt securities purchased by a trust. The property trustee will also:

• generally exercise the rights, powers and privileges of a holder of the junior subordinated debt securities;

• maintain exclusive control of a segregated non-interest bearing bank account to hold all payments on the debt securities; and

• promptly make distributions to the holders of the trust securities out of funds from the property account.

     JPMorgan Chase Bank, acting in its capacity as guarantee trustee, will hold for your benefit a trust preferred securities guarantee, which will be separately qualified under the Trust Indenture Act of 1939.

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     Because Centex or one of its subsidiaries will own all of the common securities of each trust, Centex or that subsidiary will have the exclusive right to appoint, remove or replace trustees and to increase or decrease the number of trustees. In most cases, there will be at least five trustees. The term of a trust will be described in the applicable prospectus supplement, but may dissolve earlier as provided in the applicable declaration of trust.

     The duties and obligations of the trustees of a trust will be governed by the declaration of that trust, the Delaware Business Trust Act and the Trust Indenture Act of 1939.

Books and Records

     The books and records of each trust will be maintained at the principal office of the trust and will be open for inspection by each holder of trust preferred securities of the trust or any authorized representative for any purpose reasonably related to the holder’s interest in the trust during normal business hours.

The Property Trustee

     The property trustee, for the benefit of the holders of the trust preferred securities, generally will exercise all rights under the applicable indenture for the holders of the junior subordinated debt securities deposited in the trust as trust assets, including the right to enforce Centex’s obligations under the junior subordinated debt securities upon the occurrence of an event of default under the junior subordinated debt indenture.

     If Centex extends the interest payment period for the related junior subordinated debt securities held by a trust and, as a result, the trust does not make distributions, the property trustee will not be able to enforce the payment of distributions on the trust preferred securities until an event of default under the declaration of trust has occurred. If an event of default under the declaration of trust has occurred and is continuing, then the holders of at least a majority of outstanding trust preferred securities of a trust may direct the property trustee for such trust or the guarantee trustee, as the case may be, to enforce the available remedies under the related declaration of trust and trust preferred securities guarantee. If the property trustee fails to enforce its rights under the applicable series of junior subordinated debt securities, you may provide written notice to the property trustee that you will enforce those rights and, 30 days after submitting that request, you may, to the fullest extent permitted by law, enforce those rights directly against Centex without first instituting any legal proceeding against the property trustee or any other person.

     If an event of default under the applicable declaration of trust has occurred and is continuing and results from Centex’s failure to make payments on the applicable series of junior subordinated debt securities when due, then you may directly institute a proceeding to enforce payment of the principal of, any premium or interest on or any additional amounts payable with respect to the applicable series of junior subordinated debt securities in an amount corresponding to the aggregate liquidation amount of your trust preferred securities. If you bring any such direct action, Centex will be subrogated to your rights under the applicable declaration of trust to the extent of any payment made by Centex to you. Except as expressly provided in the preceding sentences or in the applicable prospectus supplement, you will not be able to exercise directly any other remedy available to the holders of the applicable series of junior subordinated debt securities.

Events of Default

     If an event of default under the junior subordinated debt indenture occurs and is continuing, an event of default under the related declaration of trust will occur and be continuing. In that case, each declaration of trust provides that the holders of common securities will waive any such event of default under such declaration of trust until all events of default under such declaration of trust relating to the trust preferred securities of the trust have been cured, waived or otherwise eliminated. Until all such events of default under such declaration of trust relating to the trust preferred securities have been cured, waived or otherwise eliminated, the property trustee will act solely on behalf of the holders of the trust preferred securities, and only the holders of the trust preferred securities will have the right to direct the property trustee as to some matters under such declaration of trust and under the indenture relating to the junior subordinated debt securities.

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     If the holders of the trust preferred securities of a trust waive any event of default under the declaration of trust as provided in the declaration, the holder of the common securities will also be bound by the waiver without any further act, vote or consent. The property trustee will notify you of any notice of default relating to the debt securities, unless such default has been cured before the giving of such notice or the property trustee in good faith determines that the withholding of such notice is in your interests.

Debts and Obligations

     In each declaration of trust, Centex has agreed to pay all debts and obligations, other than payments on the related trust preferred securities, and all costs and expenses of the applicable trust, including the fees and expenses of its trustees and any taxes and all costs and expenses of the trust. Centex will not pay withholding taxes of the trusts except to the extent we describe in the prospectus supplement. Centex’s obligations under each declaration of trust will benefit, and will be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed whether or not such creditor has received notice of Centex’s contractual obligation. Any such creditor may enforce these obligations directly against Centex, and Centex has irrevocably waived any right or remedy to require that any such creditor take any action against any trust or any other person before proceeding against Centex. Centex will be subrogated to all rights of a trust relating to any amounts paid to any creditor by Centex.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES

Terms

     The terms of the trust preferred securities will include those stated in the amended and restated declaration of trust and those made a part of that declaration by the Trust Indenture Act of 1939. For a complete description of the trust preferred securities, we encourage you to read the prospectus supplement and the amended and restated declaration of trust, a form of which we have filed with the SEC. Please read “Where You Can Find More Information.”

     Centex will guarantee the trust preferred securities on a subordinated basis to the extent described under “Description of the Trust Preferred Securities Guarantees.”

     The prospectus supplement relating to trust preferred securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

• the designation of the trust preferred securities;

• the number of trust preferred securities issued by the trust;

• the annual distribution rate, the distribution payment dates, the record dates for distribution payments and the additional amounts, if any, that may be payable with respect to the trust preferred securities;

• whether distributions will be cumulative and compounding and, if so, the dates from which distributions will be cumulative or compounded;

• the amounts that will be paid out of the assets of the trust to the holders of trust preferred securities upon dissolution, winding-up or termination of the trust;

• any repurchase or redemption provisions;

• any voting rights of the trust preferred securities in addition to those required by law;

• terms for any conversion or exchange of the trust preferred securities into other securities;

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• any rights to defer distributions on the trust preferred securities by extending the interest payment period on the debt securities; and

• any other relevant terms, rights, preferences, privileges, limitations or restrictions of the trust preferred securities.

     We also will describe in the prospectus supplement the material United States federal income tax considerations applicable to any offering of trust preferred securities.

Voting

     You will have limited voting rights, relating only to the modification of the trust preferred securities and the exercise of a trust’s rights as holder of the junior subordinated debt securities and the trust preferred securities guarantee. You will not be able to appoint, remove or replace trustees or to increase or decrease the number of trustees, because these rights will be vested exclusively in the holder of the common securities of the trust.

Distributions

     Under each declaration, the property trustee must make distributions on the trust preferred securities of a trust to the extent that the property trustee has cash on hand in the applicable property account to permit such payment. The only funds available for distribution to the holders of the trust preferred securities of a trust will be those received by the property trustee on the junior subordinated debt securities. If Centex does not make payments on the junior subordinated debt securities, the property trustee will not make corresponding distributions on the trust preferred securities. Under each declaration, if and to the extent Centex does make payments on the junior subordinated debt securities, the property trustee will be obligated to make distributions on the trust preferred securities and common securities of such trust on a pro rata basis.

     Centex will guarantee payment of distributions on the preferred securities of a trust as and to the extent described under “Description of the Trust Preferred Securities Guarantees.” A preferred securities guarantee covers distributions and other payments on the applicable trust preferred securities only if and to the extent that Centex has made a payment to the property trustee on the applicable junior subordinated debt securities. If an event of default under the related declaration has occurred and is continuing, any funds available to make payments will be paid first to you and the other holders of the trust preferred securities pro rata based on the aggregate liquidation amount of trust preferred securities held by you and other holders in relation to the aggregate liquidation amount of all the outstanding trust preferred securities. In that case, the holder of common securities of a trust would receive payments only after satisfaction of all amounts owed to the holders of trust preferred securities.

Record Holders

     The trustees of a trust may treat the registered owners of the trust preferred securities as the holders for purposes of receiving distributions and for all other purposes. Trust preferred securities will be issued in fully registered form. Unless we inform you otherwise in a prospectus supplement, trust preferred securities will be represented by one or more global certificates registered on the books and records of such trust in the name of a depositary or its nominee. Under each declaration:

• the trust and its trustees will be entitled to deal with the depositary for all purposes, including the payment of distributions and receiving approvals, votes or consents under the related declaration. Except for provisions in the related declaration dealing with the issuance of definitive certificates representing the trust preferred securities, the trust and its trustees will not have any obligation to persons owning a beneficial interest in trust preferred securities registered in the name of and held by the depositary or its nominee; and

• the rights of beneficial owners of trust preferred securities will be exercised only through the depositary and will be limited to those established by law and agreements with the depositary and/or its participants.

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     The depositary will receive all notices and communications to, and all distributions on, trust preferred securities that are registered in the name of and held by a depositary or its nominee. Centex will disclose in the applicable prospectus supplement the specific terms of the depositary arrangement for the trust preferred securities of a trust and any additional rights and limitations of owners of beneficial interests in the global junior subordinated debt securities.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEES

     Centex will fully and unconditionally guarantee on a subordinated basis payments on the trust preferred securities as described in this section. The guarantees cover the following payments:

• periodic cash distributions on the trust preferred securities out of funds held by the property trustee of the trust;

• payments on liquidation of each trust; and

• payments on redemption of trust preferred securities of each trust.

JPMorgan Chase Bank, as guarantee trustee, will hold the guarantees for the benefit of the holders of trust preferred securities.

     We have summarized selected provisions of the guarantees below. This summary is not complete. For a complete description, we encourage you to read the guarantee, a form of which we have filed with the SEC. Please read “Where You Can Find More Information.”

     Centex will irrevocably and unconditionally agree to pay you in full the following amounts to the extent not paid by the trust:

• any accumulated and unpaid distributions and any additional amounts with respect to the trust preferred securities and any redemption price for trust preferred securities called for redemption by the trust, if and to the extent that Centex has made corresponding payments on the junior subordinated debt securities to the property trustee of the trust; and

• payments upon the dissolution, winding-up or termination of the trust equal to the lesser of:

• the liquidation amount plus all accumulated and unpaid distributions and additional amounts on the trust preferred securities to the extent the trust has funds legally available for those payments; and

• the amount of assets of the trust remaining legally available for distribution to the holders of trust preferred securities in liquidation of the trust.

     Centex will not be required to make these liquidation payments if:

• the trust distributes the junior subordinated debt securities to the holders of trust preferred securities in exchange for their trust preferred securities; or

• the trust redeems the trust preferred securities in full upon the maturity or redemption of the junior subordinated debt securities.

     Centex may satisfy its obligation to make a guarantee payment either by making payment directly to the holders of trust preferred securities or to the guarantee trustee for remittance to the holders or by causing the applicable trust to make the payment to them.

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     Each guarantee is a guarantee from the time of issuance of the applicable series of trust preferred securities. The guarantees only cover, however, distributions and other payments on trust preferred securities if and to the extent that Centex has made corresponding payments on the junior subordinated debt securities to the applicable property trustee. If Centex does not make those corresponding payments on the junior subordinated debt securities, the trust will not have funds available for payments and that trustee will not make distributions on the trust preferred securities.

     Centex’s obligations under the declaration of trust for each trust, the guarantees, the junior subordinated debt securities and the associated indenture taken together will provide a full and unconditional guarantee on a subordinated basis of payments due on the trust preferred securities.

Covenants of Centex

     In each guarantee, Centex will agree that, as long as any trust preferred securities issued by the applicable trust are outstanding, Centex will not make the payments and distributions described below if:

• it is in default on its guarantee payments or other payment obligations under the related guarantee;

• any event of default under the applicable declaration of trust has occurred and is continuing; or

• Centex has elected to defer payments of interest on the related junior subordinated debt securities by extending the interest payment period and that deferral period is continuing.

     In these circumstances, Centex will agree that it will not:

• declare or pay any dividends on its capital stock or redeem, purchase, acquire or make a distribution or liquidation payment with respect to its capital stock other than:

• dividends or distributions in its shares of capital stock or options, warrants or rights to subscribe for or purchase shares of its common stock;

• transactions relating to a shareholders’ rights plan;

• as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock;

• the payment of accrued dividends and the purchase of fractional share interests upon conversion or exchange of its capital stock; or

• purchases of its shares of common stock related to benefit plans, dividend reinvestment plans or stock purchase plans;

• make any payments on or repay, repurchase or redeem any debt security that ranks equally with or junior to the junior subordinated debt securities; or

• make any guarantee payments on any guarantee by Centex of the debt securities of any of its subsidiaries, other than a payment under a guarantee related to a series of the trust preferred securities, if that guarantee ranks equally with or junior to the junior subordinated debt securities.

In addition, as long as trust preferred securities issued by any trust are outstanding, Centex will agree that it will:

• remain the sole direct or indirect owner of all the outstanding common securities of that trust, except as permitted by the applicable declaration of trust;

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• permit the common securities of that trust to be transferred only as permitted by the declaration of trust; and

• use reasonable efforts to cause that trust to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of junior subordinated debt securities to the holders of trust preferred securities as provided in the declaration of trust, in which case the trust would be dissolved.

Amendments and Assignment

     Centex and the guarantee trustee may amend each guarantee without the consent of any holder of trust preferred securities if the amendment does not adversely affect the rights of the holders of the trust preferred securities in any material respect. In all other cases, Centex and the guarantee trustee may amend each guarantee only with the prior approval of the holders of at least a majority of outstanding trust preferred securities issued by the applicable trust. The manner in which Centex will obtain that approval will be described in the prospectus supplement.

     Centex may assign its obligations under the guarantees only in connection with a consolidation, merger or asset sale involving Centex permitted under the indenture governing the junior subordinated debt securities.

Termination of the Guarantee

     A guarantee will terminate upon:

• full payment of the redemption price of all trust preferred securities of the applicable trust;

• distribution of the junior subordinated debt securities, or any securities into which those debt securities are convertible, to the holders of the trust preferred securities and common securities of that trust in exchange for all the securities issued by that trust; or

• full payment of the amounts payable upon liquidation of that trust.

Each guarantee will, however, continue to be effective or will be reinstated if any holder of trust preferred securities must repay any amounts paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

     Centex’s obligation under each guarantee to make guarantee payments will be:

• unsecured;

• subordinated and junior in right of payment to all other liabilities of Centex, including the debt securities and guarantees relating to those liabilities; and

• senior to all of Centex’s capital stock.

     Centex’s obligations under each guarantee will rank equally with obligations under other guarantee agreements that Centex may enter into from time to time if both:

• the guarantee agreements provide for comparable guarantees by Centex of payment on preferred securities issued by other trusts or financing vehicles of Centex; and

• the debt relating to those preferred securities is unsecured indebtedness of Centex.

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     Centex’s obligations under each guarantee will be effectively junior to all debt and preferred stock of its subsidiaries. By your acceptance of the trust preferred securities, you agree to the subordination provisions and other terms of the related guarantee.

     Each guarantee will be deposited with the guarantee trustee to be held for your benefit. The guarantee trustee will have the right to enforce the guarantee on your behalf. In most cases, the holders of a majority of outstanding trust preferred securities issued by the applicable trust will have the right to direct the time, method and place of:

• conducting any proceeding for any remedy available to the applicable guarantee trustee; or

• exercising any trust or other power conferred upon that guarantee trustee under the applicable guarantee.

     Each guarantee will constitute a guarantee of payment and not merely of collection. This means that the guarantee trustee may institute a legal proceeding directly against Centex to enforce the payment rights under the guarantee without first instituting a legal proceeding against any other person or entity.

     If the guarantee trustee fails to enforce the guarantee or Centex fails to make a guarantee payment, you may institute a legal proceeding directly against Centex to enforce your rights under that guarantee without first instituting a legal proceeding against the applicable trust, the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

     Centex will be required to provide annually to the guarantee trustee a statement as to its performance of its obligations and its compliance with all conditions under the guarantees.

Duties of Guarantee Trustee

     The guarantee trustee normally will perform only those duties specifically set forth in the applicable guarantee. The guarantees do not contain any implied covenants. If a default occurs on a guarantee, the guarantee trustee will be required to use the same degree of care and skill in exercise of its powers under the guarantee as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The guarantee trustee will exercise any of its rights or powers under the applicable guarantee at the request or direction of holders of the applicable series of trust preferred securities only if it is furnished security and indemnity satisfactory to it.

Governing Law

     New York law will govern the guarantees.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

     Centex may issue to one or more trusts from time to time one or more series of junior subordinated debt securities under an indenture dated as of November 14, 2000 between it and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as indenture trustee. The indenture does not limit the amount of junior subordinated debt securities that Centex may issue under the indenture or the amount of additional debt that Centex or any of its subsidiaries may incur. Centex will issue only one series of junior subordinated debt securities to each trust.

     We have summarized selected provisions of the indenture and the junior subordinated debt securities below. This summary is not complete. For a complete description, we encourage you to read the indenture, which we have filed with the SEC. Please read “Where You Can Find More Information.”

Ranking

     The junior subordinated debt securities will be the unsecured junior subordinated obligations of Centex. In any liquidation, reorganization or insolvency proceeding involving Centex, the rights of Centex and its creditors,

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including the holders of junior subordinated debt securities, will be effectively junior to the claims of holders of any debt or preferred stock of Centex’ subsidiaries. For a more detailed description of the subordination provisions of the junior subordinated debt securities, please read “Subordination” below.

Subsequent Distribution to Holders of Trust Securities

     If Centex issues junior subordinated debt securities to a trust in connection with the issuance of trust preferred securities and common securities by that trust, those junior subordinated debt securities subsequently may be distributed to the holders of the trust preferred securities and common securities either:

• upon the dissolution of the trust; or

• upon the occurrence of events that we will describe in the prospectus supplement.

Terms

     The prospectus supplement will include specific terms relating to the junior subordinated debt securities. These terms will include some or all of the following:

• the designation of the securities;

• the total principal amount of the securities;

• the purchase price of and any premium on the securities;

• the date or dates, if any, on which the principal of the securities will be payable and the right to shorten, extend or defer the dates;

• the interest rate, whether fixed or variable, the date from which interest will accrue, interest payment dates and record dates for interest payments;

• any right to extend or defer the interest payment periods and the duration of the extension;

• whether interest payments will be cumulative and compounding and, if so, the dates from which interest payments will be so cumulative or compounded;

• any provisions for redemption;

• any provisions that would obligate Centex to redeem or purchase the securities;

• any provisions for exchange, conversion or prepayment of the securities;

• whether and under what circumstances Centex will pay any additional amounts on the securities and whether Centex will have the option to redeem the securities rather than pay the additional amounts;

• the form of the securities;

• any changes or additions to the events of default or covenants described in this prospectus;

• whether Centex will issue the securities in the form of one or more global securities and the identity of any depositary;

• the places where you can receive any payments on the securities, present the securities for registration of transfer or exchange and make any notices and demands to Centex concerning the securities;

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• the portion of the principal amount of the securities that will be payable if the maturity is accelerated, if other than the entire principal amount;

• any additional means of defeasance of the securities, any additional conditions or limitations to defeasance of the securities or any changes to those conditions or limitations; and

• the identity of any paying agent.

     Unless we inform you otherwise in the prospectus supplement, Centex will issue the junior subordinated debt securities:

• in United States dollars;

• in fully registered form; and

• without coupons.

     Holders of junior subordinated debt securities may present them for exchange and for transfer as described in the indenture and the prospectus supplement. Centex will not charge a service charge for any registration of transfer or exchange of the debt securities. Centex may, however, require the payment of any tax or other governmental charge payable for that registration.

     Centex may sell the junior subordinated debt securities at a discount, which may be substantial, below their stated principal amount. These junior subordinated debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. We will describe in the prospectus supplement any material United States federal income tax consequences and other special considerations.

Subordination

     Payment of principal of and any premium and interest on the junior subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all senior debt of Centex.

     The indenture generally provides that no payment of principal of or any premium or interest on the junior subordinated debt securities may be made if Centex fails to pay the principal, premium, interest or any other amounts on any senior debt when due, whether at maturity or acceleration of maturity. This restriction on payment will continue until the default has been cured or waived or has ceased to exist or until Centex has discharged or paid the senior debt in full.

     If the maturity of the junior subordinated debt securities is accelerated, Centex will make no payments on those debt securities until the holders of all senior debt are paid all principal, premium and interest then due in full, including any amounts due upon acceleration. If Centex pays any amount or distributes any assets to creditors in a liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, all senior debt will be paid first before any payment is made on the junior subordinated debt securities.

     The subordination does not affect Centex’ obligation, which is absolute and unconditional, to pay, when due, principal of, premium, if any, and interest on the junior subordinated debt securities. In addition, the subordination does not prevent the occurrence of any default under the indenture.

     The indenture will not limit the amount of senior debt that Centex may incur. As a result of the subordination of the junior subordinated debt securities, if Centex became insolvent, holders of junior subordinated debt securities may receive less on a proportionate basis than other Centex creditors.

     Unless we inform you otherwise in the prospectus supplement, the term “senior debt” means the principal of and any premium and interest on “debt” of Centex, but excludes any debt that:

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• is without recourse; or

• states that it is subordinated to or ranks equal with the junior subordinated debt securities.

     Unless we inform you otherwise in the prospectus supplement, the term “debt” means:

• indebtedness for borrowed money;

• obligations evidenced by bonds, debentures, notes or similar instruments;

• undrawn obligations relating to letters of credit or similar instruments, other than standby letters of credit and bid or performance bonds issued in the ordinary course of business;

• reimbursement obligations relating to drawn letters of credit and similar instruments described in the preceding item if the drawing is reimbursed within 30 business days following demand for reimbursement;

• obligations to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred in the ordinary course of business;

• capitalized lease obligations;

• debt of a third party secured by a lien on any asset of Centex;

• debt of others guaranteed by Centex to the extent of the guarantee; and

• obligations for claims under derivative products.

Indenture Events of Default

     The following are events of default with respect to a series of junior subordinated debt securities:

• failure to pay interest or any additional amounts on that series of securities for 30 days, unless Centex has validly extended the interest payment period;

• failure to pay principal of or any premium on that series of securities when due;

• failure to deposit any sinking fund payment for 30 days;

• failure to comply in any material respect with any other covenant or agreement in the indenture for that series of securities (other than an agreement or covenant that is included in the indenture solely for the benefit of other series of junior subordinated debt securities) for 90 days after written notice by the indenture trustee or by the holders of at least 25% in principal amount of the outstanding securities of that series; and

• certain events in bankruptcy, insolvency or reorganization of Centex.

     If an event of default for any series of junior subordinated debt securities occurs and is continuing, the indenture trustee or the holders of at least 25% in principal amount of the junior subordinated debt securities of the series affected by the default may declare the principal of those securities to be due and payable. That declaration of acceleration will occur automatically if the event of default relates to bankruptcy, insolvency or reorganization events. The holders of a majority in principal amount of the outstanding junior subordinated debt securities of the series affected by the default may rescind the accelerated payment requirement and waive the default if Centex:

• has cured the default; and

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• has deposited with the indenture trustee an amount sufficient to pay all matured installments of principal and any premium, except those caused by the acceleration, and any interest and additional amounts.

     If required by the declaration of trust, any rescission may be subject to the consent of the holders of the trust preferred securities and common securities.

     In most cases, holders of a majority in principal amount of the outstanding junior subordinated debt securities of a series may direct the time, method and place of:

• conducting any proceeding for any remedy available to the indenture trustee; or

• exercising any trust or power conferred on the indenture trustee with respect to that series.

     The holders of a majority in principal amount of the outstanding junior subordinated debt securities of a series may waive any past default with respect to those securities. Those holders may waive any default in the payment of principal, premium, interest or any additional amounts, however, only if Centex:

• has cured the default; and

• has deposited with the indenture trustee an amount sufficient to pay all matured installments of principal and any premium, except those caused by acceleration, and any interest and additional amounts.

     The indenture requires Centex to file annually with the indenture trustee a certificate as to its compliance with the conditions and covenants contained in the indenture.

     An event of default under the indenture for a series of junior subordinated debt securities will constitute an event of default under the declaration of trust for the applicable series of trust preferred securities. A holder of trust preferred securities may directly institute a proceeding against Centex for enforcement of payment to that holder of its pro rata share of principal, premium, interest or any additional amounts if:

• an event of default under the applicable declaration of trust has occurred and is continuing; and

• that event of default is attributable to Centex’ failure to pay principal, any premium, interest or additional amounts on the applicable series of junior subordinated debt securities when due.

     In any such proceeding, Centex will be subrogated to the rights of the holder under the applicable declaration of trust to the extent of any payment Centex makes to the holder in the proceeding. Except as described in the preceding sentences or in the prospectus supplement, the holders of trust preferred securities will not be able to exercise directly any other remedy available to the holders of the junior subordinated debt securities.

Modification of the Indenture

     Centex and the indenture trustee may amend or supplement the indenture if the holders of a majority in principal amount of the outstanding junior subordinated debt securities of all series issued under the indenture and affected by the amendment or supplement, acting as one class, consent to it. Without the consent of the holder of each junior subordinated debt security affected, however, no amendment or supplement may:

• extend the fixed maturity of the security;

• reduce the principal amounts of the security;

• reduce the rate of or extend the time for payment of interest on the security;

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• reduce any premium payable on the redemption of the security;

• reduce the amount of securities whose holders must consent to an amendment, supplement or waiver;

• impair the holder’s right to receive payments on the security or to institute suit for the enforcement of any payment on the security;

• make any change in this provision for modification;

• change any obligation to pay additional amounts on any security; or

• impair the right of any holder to convert or exchange a security for any other security, if the securities are so convertible or exchangeable.

     Centex and the indenture trustee may amend or supplement the indenture without the consent of any holders of junior subordinated debt securities:

• to provide for the assumption of Centex’s obligations under the indenture by a successor upon any merger, consolidation or asset transfer;

• to add covenants, restrictions, conditions, defaults or provisions for the protection of the holders of the securities;

• to cure any ambiguity or to correct or supplement any defect or inconsistency;

• to change any provision of the indenture effective after there are no outstanding securities of any series entitled to the benefit of that provision;

• to provide for the issuance of securities in coupon form;

• to provide for the acceptance of a successor or another trustee;

• to qualify or maintain the qualification of the indenture under the Trust Indenture Act of 1939;

• to establish the form or terms of a series of securities; or

• to make any change that does not adversely affect the rights of any holder of securities in any material respect.

Book-Entry and Settlement

     Centex may issue the junior subordinated debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. The prospectus supplement will describe:

• any circumstances under which beneficial owners may exchange their interests in a global debt security for certificated junior subordinated debt securities of the same series with the same total principal amount and the same terms;

• the manner in which Centex will pay principal of and any premium and interest on a global debt security; and

• the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

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Consolidation, Merger and Sale

     Centex has agreed that it will consolidate with or merge into any entity or transfer or dispose of all or substantially all of its assets to any entity only if:

• Centex is the continuing corporation, or

• if Centex is not the continuing corporation, the successor is organized and existing under the laws of any United States jurisdiction and assumes all of Centex’s obligations under the indenture and the junior subordinated debt securities, and

• in either case, immediately after giving effect to the transaction, no default or event of default would occur and be continuing.

Defeasance and Discharge

     When we use the term defeasance, we mean discharge from the obligations under the indenture. Centex will be discharged from its obligations with respect to the junior subordinated debt securities of a series if:

• Centex deposits with the indenture trustee funds or government securities sufficient to make payments on the junior subordinated debt securities of that series on the dates those payments are due and payable;

• no event of default with respect to the junior subordinated debt securities of that series has occurred and is continuing on the date of deposit;

• no event or condition under the subordination provisions described above prevents Centex from making payments on the junior subordinated debt securities of that series on the date of the deposit; and

• certain other conditions are satisfied.

     Unless we inform you otherwise in the prospectus supplement, Centex also will be required to deliver to the indenture trustee a U.S. Internal Revenue Service ruling or an opinion of counsel that the deposit and related defeasance would not cause the holders of the junior subordinated debt securities to recognize income, gain or loss for United States federal income tax purposes.

     In addition, the indenture will cease to be of further effect with respect to junior subordinated debt securities of a series when either:

• Centex has paid the principal of, any premium and interest on and any additional amounts payable with respect to all the outstanding junior subordinated debt securities of that series when due;

• Centex has delivered all outstanding junior subordinated debt securities of that series to the indenture trustee for cancellation; or

• both

(a) all outstanding junior subordinated debt securities of that series not delivered to the indenture trustee for cancellation have become due and payable, will become due and payable within one year or are to be called for redemption within one year, and

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(b) Centex deposits with the indenture trustee funds or government securities sufficient to make payments on the junior subordinated debt securities of that series on the dates those payments are due and payable.

     For this provision to apply, Centex also must pay all other sums payable by it under the indenture.

     If Centex defeases a series of junior subordinated debt securities or if the indenture ceases to be of further effect with respect to a series of junior subordinated debt securities, the holders of those debt securities will not be entitled to the benefits of the indenture, except for those benefits relating to:

• Centex’s obligations:

• to register the transfer or exchange of junior subordinated debt securities;

• to replace stolen, lost or mutilated junior subordinated debt securities;

• to maintain paying agencies; and

• if the junior subordinated debt securities are convertible into other securities, to deliver those securities upon conversion;

• the rights of the holders of junior subordinated debt securities to receive payments when due (but not upon acceleration);

• the rights, obligations and duties of the indenture trustee; and

• the rights of the holders of junior subordinated debt securities to payment from property deposited with the indenture trustee.

Governing Law

     New York law will govern the indenture and the junior subordinated debt securities.

Information About the Indenture Trustee

     JPMorgan Chase Bank (formerly The Chase Manhattan Bank) will be the trustee under the indenture. Its address is 600 Travis, Suite 1150, Houston, Texas 77002.

     If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of his own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any junior subordinated debt securities only after those holders have furnished the trustee indemnity reasonably satisfactory to it.

     The indenture contains limitations on the right of the trustee, if the trustee becomes one of Centex’ creditors, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with Centex. If the trustee acquires any conflicting interest, however, it must eliminate that conflict or resign as indenture trustee within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the indenture, unless that default has been cured, waived or otherwise eliminated within the 90-day period.

     JPMorgan Chase Bank also serves as trustee with respect to our 8.75% subordinated debentures due March 1, 2007 and our 7.375% subordinated debentures due June 1, 2005, all previously issued under our subordinated indenture. JPMorgan Chase Bank also serves as trustee with respect to notes issued pursuant to our medium-term note programs and senior note programs, all issued under our senior indenture.

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Assignment

     Centex may at any time assign any of its rights or obligations under the indenture to an affiliate. Centex will, however, remain liable for all its obligations. Centex also may assign the indenture to a successor in a merger, consolidation or asset sale involving Centex permitted under the indenture.

DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock consists of:

• 100,000,000 shares of common stock, par value $.25 per share; and

• 5,000,000 shares of preferred stock issuable in series.

     We have summarized selected aspects of our capital stock below. The summary is not complete. For a complete description, you should refer to our articles of incorporation, by-laws and the Rights Agreement, dated as of October 2, 1996 between us and ChaseMellon Shareholder Services, L.L.C., as rights agent, and the amendment to the Rights Agreement, all of which are exhibits to the registration statement of which this prospectus is part.

Common Stock

     Each share of common stock is entitled to participate equally in dividends as and when declared by our board of directors. The payment of dividends on our common stock may be limited by obligations we may have to holders of any preferred stock. For information regarding restrictions on payments of dividends, see the prospectus supplement applicable to any issuance of common stock.

     Common stockholders are entitled to one vote for each share held on all matters submitted to them. The common stock does not have cumulative voting rights, which means that the holders of a majority of the outstanding shares of common stock have the ability to elect all the directors. Thus, a stockholder is not entitled to a number of votes equal to his shares multiplied by the number of directors to be elected and to divide his votes among the candidates in any way he chooses.

     If we liquidate or dissolve our business, the holders of common stock will share ratably in the distribution of assets available for distribution to stockholders after creditors are paid and preferred stockholders receive their distributions. The shares of common stock have no preemptive rights and are not convertible, redeemable or assessable or entitled to the benefits of any sinking fund.

     All issued and outstanding shares of common stock are fully paid and nonassessable. Any shares of common stock we offer under this prospectus will be fully paid and nonassessable.

     On November 30, 1987, we distributed as a dividend to our stockholders, through a nominee, all of the issued and outstanding shares of the common stock, par value $.01 per share, of 3333 Holding Corporation, a Nevada corporation, and 900 warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership. Pursuant to an agreement with the nominee, the nominee is the record holder of the 900 warrants and 1,000 shares of common stock of 3333 Holding Corporation, which constitute all of the issued and outstanding capital stock of 3333 Holding Corporation, on behalf of and for the benefit of persons who are from time to time the holders of Centex common stock. Each Centex stockholder owns a beneficial interest in that portion of the 1,000 shares of common stock of 3333 Holding Corporation and the 900 warrants that the total number of shares of Centex common stock held by the stockholder bears to the total number of shares of Centex common stock outstanding from time to time. This beneficial interest is not represented by a separate certificate or receipt. Instead, each Centex stockholder’s beneficial interest in this pro rata portion of the shares of common stock of 3333 Holding Corporation and the 900 warrants is represented by the certificate or certificates evidencing the Centex common stock, and is currently tradable only in tandem with, and as a part of, Centex common stock.

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     The common stock is listed on the New York Stock Exchange and trades under the symbol “CTX” and is listed on the London Stock Exchange Limited.

Preferred Stock

     Our board of directors can, without action by stockholders, issue one or more classes or series of preferred stock. The board can determine for each series the number of shares, designation, relative voting rights, dividend rates, liquidation and other rights, preferences and limitations. In some cases, the issuance of preferred stock could delay or discourage a change in control of us.

     We have summarized material provisions of the preferred stock in this section. This summary is not complete. We will file the form of the preferred stock with the SEC before we issue any of it, and you should read it for provisions that may be important to you.

     The prospectus supplement relating to any series of preferred stock we are offering will include specific terms relating to the offering. These terms will include some or all of the following:

• the title of the preferred stock;

• the maximum number of shares of the series;

• the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;

• any liquidation preference;

• any redemption provisions;

• any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock;

• any terms for the conversion or exchange of the preferred stock for other securities of us or any other entity;

• any voting rights; and

• any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.

     Any shares of preferred stock we issue will be fully paid and nonassessable.

     Our board of directors has reserved for issuance pursuant to our Stockholder Rights Plan described below a total of 1,000,000 shares of Junior Participating Preferred Stock. We do not have any outstanding shares of preferred stock at the date of this prospectus.

Anti-Takeover Provisions

     The provisions of Nevada law and our articles of incorporation and by-laws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the common stock.

     Staggered Board of Directors

     Our board of directors is divided into three classes that are elected for staggered three-year terms. The classification of the board of directors has the effect of requiring at least two annual stockholder meetings, instead of

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one, to effect a change in control of the board of directors. The affirmative vote of the holders of two-thirds or more of the voting power of shares entitled to vote in the election of directors is required remove a director.

     Fair Price Provision

     Our articles of incorporation contain a fair price provision. Mergers, consolidations and other business combinations involving us and an “interested stockholder” require the approval of both the holders of at least 66 2/3% of our outstanding voting stock and the holders of a majority of our outstanding voting stock not owned by the interested stockholder. Interested stockholders include the holder of 20% or more of our outstanding voting stock. The voting requirements do not apply, however, if the “disinterested directors,” as defined in our articles of incorporation, approve the business combination, or the business combination meets other specified fair price conditions.

     Liability of Our Directors and Officers

     As permitted by Nevada law, we have included in our articles of incorporation a provision that limits our directors’ and officers’ liability for monetary damages for breach of their fiduciary duty as a director or officer to us and our stockholders. The provision does not affect the liability of a director:

• for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

• for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

     This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

     Director Nominations

     Our stockholders can nominate candidates for our board of directors if the stockholders follow advance notice procedures described in our by-laws.

     Generally, stockholders must submit a nomination at least 90 days in advance of the annual stockholders’ meeting or, if the election is to be held at a special meeting, by the seventh day following the date on which notice of the special meeting is first given to stockholders. The notice must include the name and address of the stockholder and the person to be nominated, a representation that the stockholder is the holder of record of stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting, a description of any arrangements or understandings with respect to the nomination of directors that exist between the stockholder and any other person, information about the nominee required by the SEC and the consent of the nominee to serve as a director if elected.

     Director nominations that are late or that do not include all required information may be rejected. This could prevent stockholders from making nominations for directors.

     Nevada Anti-takeover Statutes

     We are a Nevada corporation with at least 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and certain of our subsidiaries do business in Nevada. Nevada law provides that an acquiring person who acquires a controlling interest in a corporation meeting the control share law tests described in the preceding sentence may only exercise voting rights on any control shares if these voting rights are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least a majority of all the voting power, any of our stockholders who did not vote in favor of authorizing voting rights for the control shares are entitled to payment for the fair value of his or her shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are outstanding voting shares that an acquiring person or associated

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persons acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became an acquiring person.

     In addition, Nevada law restricts the ability of a corporation to engage in any combination with an interested stockholder for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or the purchase of shares by the interested stockholder is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not previously approved, the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the offer meets certain fair price criteria.

     An “interested stockholder” is a person who is:

• the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or

• an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the corporation.

     Our articles of incorporation and bylaws do not exclude us from these restrictions.

     These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board and in the policies formulated by the board and to discourage some types of transactions that may involve actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of our outstanding shares or an unsolicited proposal for the potential restructuring or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They may also have the effect of preventing changes in our management.

Other Provisions

     Our articles of incorporation and by-laws also provide that:

• special meetings of stockholders may only be called by the chairman of the board of our board of directors or a majority of our board of directors;

• stockholders may act only at an annual or special meeting and not by written consent;

• a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our by-laws; and

• a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our articles of incorporation.

Transfer Agent and Registrar

     ChaseMellon Shareholder Services, L.L.C. is our transfer agent and registrar.

Stockholder Rights Plan

     We have a stockholder rights plan under which one preferred share purchase right is attached to each outstanding share of our common stock. Each right entitles its holder to purchase from us one two-hundredths of a share of Junior Participating Preferred Stock, Series D, at an exercise price of $67.50, subject to adjustment under specified circumstances. The rights become exercisable under specified circumstances, including any person or

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group (an “acquiring person”) becoming the beneficial owner of 15% or more of our outstanding common stock, subject to specified exceptions. If events specified in the stockholder rights plan occur, each holder of rights other than the acquiring person can exercise their rights. When a holder exercises a right, the holder will be entitled to receive common stock valued at twice the exercise price of the right. In some cases, the holder will receive cash, property or other securities instead of common stock. We may redeem the rights for $0.01 per right at any time prior to the fifteenth day after a person or group becomes an acquiring person. The stockholder rights plan and the rights expire in October 2006.

DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, including representing contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as “stock purchase contracts.” The price per share of common stock and number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as a part of units, consisting of a stock purchase contract and trust preferred securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase the common stock under the stock purchase contracts, which we refer to herein as “stock purchase units.” The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner. The stock purchase contracts may also require us to make periodic payments to the holders of the stock purchase units or vice-versa and such payments may be unsecured or prefunded on some basis.

     The prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

     We may sell the offered securities in and outside the United States (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents or (d) through a combination of any of these methods. The prospectus supplement will include the following information:

• the terms of the offering;

• the names of any underwriters or agents;

• the name or names of any managing underwriter or underwriters;

• the purchase price of the securities from us;

• the net proceeds to us from the sale of the securities;

• any delayed delivery arrangements;

• any underwriting discounts, commissions and other items constituting underwriters’ compensation;

• any initial public offering price;

• any discounts or concessions allowed or reallowed or paid to dealers; and

• any commissions paid to agents.

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Sale through Underwriters or Dealers

     If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

     During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

     If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales through Agents

     We may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

     We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

     If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

     We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

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LEGAL OPINIONS

     Richards, Layton & Finger, P.A., our special Delaware counsel and special Delaware counsel to the trusts, will issue opinions about the legality of the trust preferred securities, the enforceability of the applicable declaration of trust and the creation of the trusts for us. Raymond G. Smerge, Esq., our Executive Vice President, Chief Legal Officer and Secretary, will issue opinions about the legality of Centex’s guarantees, junior subordinated debt securities, common stock, stock purchase contracts and stock purchase units for us. As of February 1, 2002, Mr. Smerge beneficially owned 3,242 shares of our common stock and held options to purchase an additional 272,500 shares of our common stock, of which options covering 132,100 shares were exercisable.

EXPERTS

     The financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement to the extent and for the periods indicated in their reports have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee		$	136,252
Trustee’s fees and expenses (including legal fees)			30,000
Accounting fees and expenses			25,000
Legal fees and expenses			65,000
Printing expenses			10,000
Blue Sky fees and expenses (including legal fees)			5,000
Rating Agency fees			65,000
Miscellaneous			13,748
	Total	$	350,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Centex Corporation (“Centex”), 3333 Holding Corporation (“Holding”) and 3333 Development Corporation (“Development”), the general partner of Centex Development Company, L.P., are Nevada corporations. Pursuant to the provisions of Section 78.7502 of the Nevada General Corporation Law, every Nevada corporation has authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause or belief his conduct was unlawful.

     Under Nevada law, Centex, Holding and Development also have the authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise against expenses including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made, however, for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

     To the extent any person referred to in the two immediately preceding paragraphs is successful on the merits or otherwise in defense of any action, suit or proceeding, the Nevada General Corporation Law provides that such person must be indemnified by the corporation against expenses including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

     Section 78.751 of the Nevada General Corporation Law requires Nevada corporations to obtain a determination that any discretionary indemnification is proper under the circumstances. Such a determination must be made by the corporation’s stockholders; its board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or under certain circumstances, by independent legal counsel.

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The Articles of Incorporation of Centex, Holding and Development provide for indemnification of its directors and officers to the extent provided by Nevada law.

     In addition, Section 78.037 of the Nevada General Corporation Law permits Nevada corporations to include in their articles of incorporation a provision eliminating the personal liability of their directors and officers, to the corporation or stockholders, for damages resulting from their breach of fiduciary duties. An amendment to the Articles of Incorporation of Centex Corporation was adopted by its stockholders at the annual meeting held on July 15, 1987 in order to effect the permitted limitation on liability. The Articles of Incorporation of Holding and Development contain a similar provision limiting the liability of their directors and officers for such damages, as do the Bylaws of Centex, Holding and Development.

     The Bylaws of Centex, Holding and Development each provide that the corporation shall indemnify its directors, officers, employees and agents to the fullest extent provided by the Nevada General Corporation Law and such corporation’s Articles of Incorporation. In addition, the Bylaws of each corporation provide for indemnification to the same extent of any director, officer or employee of the corporation who serves in any fiduciary capacity with respect to any profit sharing, pension or other type of welfare plan or trust for the benefit of employees of the corporation or its subsidiaries.

     Centex has entered into indemnification contracts with its directors and may enter into similar contracts from time to time with certain officers and employees of Centex and its subsidiaries who are not directors of Centex. The general effect of the indemnification contracts is to provide that the indemnitees shall be indemnified to the fullest possible extent permitted by the law against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in any action or proceeding, including any action by or in the right of Centex, by reason of their service in the foregoing capacities. The provisions of the aforementioned indemnification contracts were approved by Centex’s stockholders at the annual meeting of stockholders held on July 16, 1986.

     The Second Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”) of Centex Development Company, L.P. (“CDC”) provides that to the fullest extent permitted by law, CDC will indemnify the general partner and its directors, officers, employees and agents and persons serving on behalf of CDC in similar capacities with other entities against liabilities, costs and expenses (including legal fees and expenses) incurred by the general partner or such persons in connection with litigation or threatened litigation, if the general partner or such persons acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of CDC, and such general partner’s or such other person’s conduct did not constitute gross negligence or willful or wanton misconduct and, with respect to any criminal proceeding did not have any reason to believe his conduct was unlawful. Any indemnification under these provisions will be limited to the assets of CDC.

     Pursuant to authority granted by the Nevada General Corporation Law and its respective Articles of Incorporation and Bylaws, each of Centex, Holding and Development, and with respect to CDC, pursuant to the Limited Partnership Agreement, CDC has purchased directors and officers liability insurance.

     The foregoing summaries are necessarily subject to the complete text of the statute, articles of incorporation, bylaws, agreements and insurance policies referred to above and are qualified in their entirety by reference thereto.

ITEM 16.	EXHIBITS*
4.1	Restated Articles of Incorporation of Centex Corporation (filed as Exhibit 4.1 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex

* Centex will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, warrants, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Centex as to certain tax matters relative to securities offered hereby.

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	Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).
4.2	Amended and Restated By-laws of Centex Corporation (filed as Exhibit 3.2 to the Joint Annual Report of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form 10-K for the fiscal year ended March 31, 1999, and incorporated herein by reference).
4.3	Specimen Centex Corporation common stock certificate with tandem trading legend and Rights Agreement legend (filed as Exhibit 4.3 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 2, 1997, and incorporated herein by reference).
4.4	Articles of Incorporation of 3333 Holding Corporation (filed as Exhibit 3.2a to Amendment No. 1, dated October 14, 1987 to the Registration Statement of 3333 Holding Corporation on Form 10 (File No. 1-9624) dated July 12, 1987, and incorporated herein by reference).
4.5	By-laws of 3333 Holding Corporation, as amended (filed as Exhibit 3.1 to the Joint Quarterly Report on Form 10-Q of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the quarter ended December 31, 2001, and incorporated herein by reference).
4.6	Specimen 3333 Holding Corporation common stock certificate with tandem trading legend and Rights Agreement legend (filed as Exhibit 4.1 to Amendment No. 1, dated October 14, 1987 to the Registration Statement of 3333 Holding Corporation on Form 10 (File No. 1-9624) dated July 12, 1987, and incorporated herein by reference).
4.7	Articles of Incorporation of 3333 Development Corporation (filed as Exhibit 3.2a to Amendment No. 1, dated October 14, 1987 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.8	By-laws of 3333 Development Corporation, as amended.
4.9	Certificate of Limited Partnership of Centex Development Company, L.P. (filed as Exhibit 4.1 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.10	Second Amended and Restated Agreement of Limited Partnership of Centex Development Company, L.P. (filed as Exhibit 4.4 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).
4.11	Specimen certificate for Class A limited partnership units (filed as Exhibit 4.3 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.12	Specimen certificate for Class B limited partnership units (filed as Exhibit 4.4 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.13	Specimen certificate for Class C limited partnership units (filed as Exhibit 4.4 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).

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4.14	Nominee Agreement, dated as of November 30, 1987, by and between Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. (filed as Exhibit 4.2 to the Annual Report on Form 10-K of Centex Corporation for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.15	Agreement for Purchase of Warrants, dated as of November 30, 1987, by and between 3333 Holding Corporation and Centex Corporation (filed as Exhibit 4.3 to the Annual Report on Form 10-K of Centex Corporation for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.16	Warrant Agreement, dated as of November 30, 1987, by and between Centex Corporation and Centex Development Company, L.P. (filed as Exhibit 4.5 to the Annual Report on Form 10-K of Centex Development Company, L.P. (File No. 1-9625) for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.17	Specimen warrant certificate (filed as Exhibit 4.6 to the Form 8 Amendment No. 3, dated November 24, 1987, to the Registration Statement of Centex Development Company, L.P. on Form 10, and incorporated herein by reference).
4.18	Rights Agreement, dated as of October 2, 1996, between Centex Corporation and ChaseMellon Shareholder Services, LLC, as rights agent (filed as Exhibit 1 to the Form 8-A Registration Statement of Centex Corporation dated October 2, 1996, and incorporated herein by reference), as amended by Amendment No. 1 to Rights Agreement, dated as of February 18, 1999, between Centex Corporation and ChaseMellon Shareholder Services, L.L.C., as rights agent (filed as Exhibit 4.2 to the Form 8-A/A Registration Statement of Centex Corporation filed on February 22, 1999, and incorporated herein by reference).
4.19	Indenture with respect to Senior Debt Securities, including form of Senior Debt Security, dated as of October 1, 1998, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, (filed as Exhibit 4.1 to Centex Corporation’s Form 8-K dated October 21, 1998 and incorporated herein by reference).
4.20	Indenture with respect to Subordinated Debt Securities, including form of Subordinated Debt Security, dated as of March 12, 1987, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (filed as Exhibit 4.5 to the Registration Statement (File No. 333-72893) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.21	Indenture with respect to Junior Subordinated Debt Securities, including the Form of Junior Subordinated Debt Security, dated as of November 14, 2000, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (filed as Exhibit 4.21 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.22	Declaration of Trust of Centex Trust I (filed as Exhibit 4.22 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.23	Declaration of Trust of Centex Trust II (filed as Exhibit 4.23 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.24	Form of Amended and Restated Declaration of Trust (filed as Exhibit 4.24 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.25	Certificate of Trust of Centex Trust I (filed as Exhibit 4.25 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).

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4.26	Certificate of Trust of Centex Trust II (filed as Exhibit 4.26 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference.)
4.27	Form of Trust Preferred Security (included in Exhibit 4.24).
4.28	Form of Centex Corporation Guarantee Agreement (filed as Exhibit 4.28 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
5.1	Opinion of Raymond G. Smerge, Esq.
5.2.1	Opinion of Richards, Layton & Finger, P.A. relating to Centex Trust I.
5.2.2	Opinion of Richards, Layton & Finger, P.A. relating to Centex Trust II.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Arthur Andersen LLP.
23.2	Consent of Raymond G. Smerge, Esq. (contained in his opinion filed as Exhibit 5.1).
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2.1 and 5.2.2).
24.1	Power of attorney of certain signatories (included in signature page of this Registration Statement).
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Senior Debt Securities.
25.2	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Subordinated Debt Securities.
25.3	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Junior Subordinated Debt Securities.
ITEM 17.	UNDERTAKINGS

     (a)  The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

II-5

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     (d)  The undersigned registrants hereby undertake that:

     (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Centex Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, as of February 22, 2002.

CENTEX CORPORATION
By:	/s/ David W. Quinn David W. Quinn Vice Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Centex Corporation, a Nevada corporation, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), hereby constitutes and appoints Laurence E. Hirsch, Leldon E. Echols and Raymond G. Smerge, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES	CAPACITY IN WHICH SIGNED	DATE
/s/ Laurence E. Hirsch Laurence E. Hirsch	Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer; Director (Principal Executive Officer)	February 22, 2002
/s/ David W. Quinn David W. Quinn	Vice Chairman of the Board; Director	February 22, 2002
/s/ Leldon E. Echols Leldon E. Echols	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 22, 2002
/s/ Mark A. Blinn Mark A. Blinn	Vice President — Controller and Financial Strategy (Principal Accounting Officer)	February 22, 2002
/s/ Barbara T. Alexander Barbara T. Alexander	Director	February 22, 2002

II-7

SIGNATURES	CAPACITY IN WHICH SIGNED	DATE
/s/ Dan W. Cook III Dan W. Cook III	Director	February 22, 2002
Juan L. Elek	Director	February 22, 2002
/s/ Clint W. Murchison III Clint W. Murchison III	Director	February 22, 2002
Charles H. Pistor	Director	February 22, 2002
Frederic M. Poses	Director	February 22, 2002
/s/ Thomas M. Schoewe Thomas M. Schoewe	Director	February 22, 2002
/s/ Paul R. Seegers Paul R. Seegers	Director	February 22, 2002
/s/ Paul T. Stoffel Paul T. Stoffel	Director	February 22, 2002

II-8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 3333 Holding Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, as of February 22, 2002.

3333 HOLDING CORPORATION
By:	/s/ Stephen M. Weinberg Stephen M. Weinberg President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of 3333 Holding Corporation, a Nevada corporation, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), hereby constitutes and appoints Roger O. West and Stephen M. Weinberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES	CAPACITY IN WHICH SIGNED	DATE
/s/ Roger O. West Roger O. West	Chairman of the Board; Director	February 22, 2002
/s/ Stephen M. Weinberg Stephen M. Weinberg	President and Chief Executive Officer; Director (Principal Executive Officer)	February 22, 2002
/s/ Todd D. Newman Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 22, 2002
/s/ Josiah O. Low III Josiah O. Low III	Director	February 22, 2002
/s/ David M. Sherer David M. Sherer	Director	February 22, 2002

II-9

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Centex Development Company, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, as of February 22, 2002.

CENTEX DEVELOPMENT COMPANY, L.P.
By: 3333 Development Corporation, General Partner
By:	/s/ Stephen M. Weinberg Stephen M. Weinberg President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of 3333 Development Corporation, the General Partner of Centex Development Company, L.P., a Delaware limited partnership, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), hereby constitutes and appoints Roger O. West and Stephen M. Weinberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES	CAPACITY IN WHICH SIGNED	DATE
/s/ Roger O. West Roger O. West	Chairman of the Board; Director	February 22, 2002
/s/ Stephen M. Weinberg Stephen M. Weinberg	President and Chief Executive Officer; Director (Principal Executive Officer)	February 22, 2002
/s/ Todd D. Newman Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 22, 2002
/s/ Josiah O. Low III Josiah O. Low III	Director	February 22, 2002
/s/ David M. Sherer David M. Sherer	Director	February 22, 2002

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Centex Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 22, 2002.

CENTEX TRUST I
By:	Centex Corporation, as Sponsor
By:	/s/ David W. Quinn Name: David W. Quinn Title: Vice Chairman of the Board

II-11

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Centex Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 22, 2002.

CENTEX TRUST II
By:	Centex Corporation, as Sponsor
By:	/s/ David W. Quinn Name: David W. Quinn Title: Vice Chairman of the Board

II-12

INDEX TO EXHIBITS*

4.1	Restated Articles of Incorporation of Centex Corporation (filed as Exhibit 4.1 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).
4.2	Amended and Restated By-laws of Centex Corporation (filed as Exhibit 3.2 to the Joint Annual Report of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form 10-K for the fiscal year ended March 31, 1999, and incorporated herein by reference).
4.3	Specimen Centex Corporation common stock certificate with tandem trading legend and Rights Agreement legend (filed as Exhibit 4.3 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 2, 1997, and incorporated herein by reference).
4.4	Articles of Incorporation of 3333 Holding Corporation (filed as Exhibit 3.2a to Amendment No. 1, dated October 14, 1987 to the Registration Statement of 3333 Holding Corporation on Form 10 (File No. 1-9624) dated July 12, 1987, and incorporated herein by reference).
4.5	By-laws of 3333 Holding Corporation, as amended (filed as Exhibit 3.1 to the Joint Quarterly Report on Form 10-Q of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. for the quarter ended December 31, 2001, and incorporated herein by reference).
4.6	Specimen 3333 Holding Corporation common stock certificate with tandem trading legend and Rights Agreement legend (filed as Exhibit 4.1 to Amendment No. 1, dated October 14, 1987 to the Registration Statement of 3333 Holding Corporation on Form 10 (File No. 1-9624) dated July 12, 1987, and incorporated herein by reference).
4.7	Articles of Incorporation of 3333 Development Corporation (filed as Exhibit 3.2a to Amendment No. 1, dated October 14, 1987 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.8	By-laws of 3333 Development Corporation, as amended.
4.9	Certificate of Limited Partnership of Centex Development Company, L.P. (filed as Exhibit 4.1 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.10	Second Amended and Restated Agreement of Limited Partnership of Centex Development Company, L.P. (filed as Exhibit 4.4 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).
4.11	Specimen certificate for Class A limited partnership units (filed as Exhibit 4.3 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).

* Centex will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, warrants, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Centex as to certain tax matters relative to securities offered hereby.

4.12	Specimen certificate for Class B limited partnership units (filed as Exhibit 4.4 to the Registration Statement of Centex Development Company, L.P. on Form 10 (File No. 1-9625) dated July 12, 1987, and incorporated herein by reference).
4.13	Specimen certificate for Class C limited partnership units (filed as Exhibit 4.4 to the Joint Registration Statement of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. on Form S-8 filed with the SEC on June 1, 1998, and incorporated herein by reference).
4.14	Nominee Agreement, dated as of November 30, 1987, by and between Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. (filed as Exhibit 4.2 to the Annual Report on Form 10-K of Centex Corporation for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.15	Agreement for Purchase of Warrants, dated as of November 30, 1987, by and between 3333 Holding Corporation and Centex Corporation (filed as Exhibit 4.3 to the Annual Report on Form 10-K of Centex Corporation for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.16	Warrant Agreement, dated as of November 30, 1987, by and between Centex Corporation and Centex Development Company, L.P. (filed as Exhibit 4.5 to the Annual Report on Form 10-K of Centex Development Company, L.P. (File No. 1-9625) for the fiscal year ended March 31, 1993, and incorporated herein by reference).
4.17	Specimen warrant certificate (filed as Exhibit 4.6 to the Form 8 Amendment No. 3, dated November 24, 1987, to the Registration Statement of Centex Development Company, L.P. on Form 10, and incorporated herein by reference).
4.18	Rights Agreement, dated as of October 2, 1996, between Centex Corporation and ChaseMellon Shareholder Services, LLC, as rights agent (filed as Exhibit 1 to the Form 8-A Registration Statement dated of Centex Corporation dated October 2, 1996, and incorporated herein by reference) as amended by Amendment No. 1 to Rights Agreement, dated as of February 18, 1999, between Centex Corporation and ChaseMellon Shareholder Services, L.L.C., as rights agent (filed as Exhibit 4.2 to the Form 8-A/A Registration Statement of Centex Corporation filed on February 22, 1999, and incorporated herein by reference).
4.19	Indenture with respect to Senior Debt Securities, including form of Senior Debt Security, dated as of October 1, 1998, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, (filed as Exhibit 4.1 to Centex Corporation’s Form 8-K dated October 21, 1998 and incorporated herein by reference).
4.20	Indenture with respect to Subordinated Debt Securities, including form of Subordinated Debt Security, dated as of March 12, 1987, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (filed as Exhibit 4.5 to the Registration Statement (File No. 333-72893) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.21	Indenture with respect to Junior Subordinated Debt Securities, including the Form of Junior Subordinated Debt Security, dated as of November 14, 2000, between Centex Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (filed as Exhibit 4.21 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.22	Declaration of Trust of Centex Trust I (filed as Exhibit 4.22 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).

4.23	Declaration of Trust of Centex Trust II (filed as Exhibit 4.23 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.24	Form of Amended and Restated Declaration of Trust (filed as Exhibit 4.24 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.25	Certificate of Trust of Centex Trust I (filed as Exhibit 4.25 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.26	Certificate of Trust of Centex Trust II (filed as Exhibit 4.26 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
4.27	Form of Trust Preferred Security (included in Exhibit 4.24).
4.28	Form of Centex Corporation Guarantee Agreement (filed as Exhibit 4.28 to the Registration Statement (File No. 333-49966) of Centex Corporation on Form S-3, and incorporated herein by reference).
5.1	Opinion of Raymond G. Smerge, Esq.
5.2.1	Opinion of Richards, Layton & Finger, P.A. relating to Centex Trust I.
5.2.2	Opinion of Richards, Layton & Finger, P.A. relating to Centex Trust II.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Arthur Andersen LLP.
23.2	Consent of Raymond G. Smerge, Esq. (contained in his opinion filed as Exhibit 5.1).
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2.1 and 5.2.2).
24.1	Power of attorney of certain signatories (included in signature page of this Registration Statement).
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Senior Debt Securities.
25.2	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Subordinated Debt Securities.
25.3	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, with respect to Trustee for Junior Subordinated Debt Securities.

EX-4.8 3 d94412ex4-8.txt EX-4.8 BY-LAWS OF 3333 DEVELOPMENT CORPORATION EXHIBIT 4.8 BY-LAWS OF 3333 DEVELOPMENT CORPORATION (a Nevada corporation) [Amended and restated effective as of November 27, 2001] * * * ARTICLE I OFFICES Section 1. The registered office of 3333 Development Corporation (the "Corporation") shall be located in Carson City, County of Washoe, State of Nevada. Section 2. The Corporation may also have its executive offices and other offices at such other places, within and without the State of Nevada, as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All annual meetings of stockholders shall be held at the offices of the Corporation in the City of Dallas, State of Texas, or at such other place, within or without the State of Texas, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of stockholders may be held at such place, within or without the State of Texas, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 2002 shall be held on such business day in July at 10:00 a.m. as may be designated by the Board of Directors, or if the Board of Directors does not so designate an annual meeting date for any year then the annual meeting for that year shall be held on the last Thursday of July if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m.. At such annual meeting, the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. -1- Section 3. Special meetings of the stockholders may be called only by the Chairman of the Board of Directors or a majority of the directors of the Board of Directors. Section 4. Written or printed notice signed by the Chairman of the Board, the President, a Vice President, the Secretary, or an Assistant Secretary and stating the place, day and hour of the meeting of the stockholders and the purpose or purposes for which the meeting is called shall be given to each stockholder of record entitled to vote at such meeting either by delivering such notice personally to such stockholder or by depositing such notice in the United States mail addressed to the stockholder at the stockholder's address as it appears on the stock transfer books of the Corporation, with proper postage prepaid, not less than 10 nor more than 60 days before the day of the meeting, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or person calling the meeting. Section 5. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof. Section 6. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided in the Articles of Incorporation (the "Articles of Incorporation"). If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified and called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of some stockholders prior to adjournment. Section 7. The vote of the holders of a majority of the shares entitled to vote and represented at a meeting at which a quorum is present shall be the act of the meeting of stockholders, unless the vote of a greater number is required by applicable and governing law or by the Articles of Incorporation for the particular proposed action. -2- Section 8. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or series within a class are limited or denied by the Articles of Incorporation or by the resolutions of the Board of Directors establishing such class or series pursuant to the Articles of Incorporation. At any election for directors, every stockholder entitled to vote at any such election shall have the right to vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are directors to be elected and for whose election such stockholder has a right to vote. Stockholders the Corporation are expressly prohibited from cumulating their votes in any election for directors of the Corporation. Section 9. A stockholder may vote in person or may be represented and vote by a proxy or proxies appointed by such stockholder by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, and such instrument does not specify the manner in which such proxies may exercise the powers conferred by such instrument, then a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated. No such appointment of proxy shall be valid except for the meeting (including all adjourned sessions thereof) for which it was given. No such appointment of proxy shall be valid after the expiration of 6 months following the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed the earlier of 11 months following the date of its execution or the conclusion of the meeting (including all adjourned sessions thereof) for which such appointment of proxy was given. Subject to the above, any appointment of proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed appointment of proxy bearing a later date is filed with the Secretary of the Corporation. Each appointment of proxy shall be revocable unless expressly provided therein to be irrevocable. -3- Section 10. The officer or agent having charge of the stock transfer books shall make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each. For a period of 10 days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any stockholder at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the entire meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders. Section 11. Subject to the rights of the holders of the preferred stock or any other class or series of stock that may have a preference over the common stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Section 12. Voting at meetings of stockholders may be oral or by ballot at the discretion of the Chairman of the meeting, except that such voting shall be by written ballot if a vote by written ballot is demanded by a majority of the stockholders present at such meeting. Section 13. Subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election or directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, 90 days in advance of such meeting, and (ii) with respect to an election to be held at a special meeting of stockholders for the election -4- of directors, the close of business on the 7th day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) 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; (d) 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 (e) the consent of each nominee to serve as a director of the Corporation if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in accordance with the foregoing procedure. Section 14. The Chairman of the Board shall have the power and authority to limit attendance at any meeting of the stockholders to (a) the Corporation's stockholders and (b) their validly appointed proxies. Section 15. The Chairman of the Board or, in the Chairman's absence, the Chief Executive Officer, shall be the chairman of any meeting of the stockholders and shall determine the order of business and rules for the conduct of any such meeting. ARTICLE III DIRECTORS Section 1. The number of directors of the Corporation shall be not fewer than 3 nor more than 13 as shall be established from time to time by resolution of the Board of Directors of the Corporation. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until the next succeeding annual meeting of the -5- stockholders of the Corporation or until such person's successor is duly elected or until such person's earlier death or resignation or removal from such office. Directors need not be residents of the State of Nevada or stockholders of the Corporation. Section 2. All vacancies occurring in the Board of Directors, including those resulting from an increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though such remaining directors may constitute less than a quorum of the Board of Directors, or by the sole remaining director. If not filled in that manner, any vacancy shall be filled by election at an annual meeting or a special meeting of the stockholders entitled to vote called for that purpose. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Section 3. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised and done by the stockholders. Section 4. Any director of the Corporation may be removed or discharged with or without cause by the affirmative vote therefor by stockholders representing not less than two-thirds of the issued and outstanding capital stock entitled to vote in the election of directors. MEETINGS OF THE BOARD OF DIRECTORS Section 5. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada. Section 6. The first meeting of each newly elected Board of Directors shall be at such time and place as shall be fixed by the vote of the stockholders at the annual meeting of stockholders and no notice -6- of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected Board of Directors, or in the event such meeting of the newly elected Board of Directors is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. Section 7. Regular meetings of the Board of Directors, commencing in October 2001, shall be held on the third Tuesday of February, May, July and October in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, and in addition a fifth flexible meeting date may be determined from time to time by the Board of Directors. However, the Chairman of the Board may designate a day in each such month other than the third Tuesday as the date for any such regular meeting. Each such meeting shall be held at such time as shall be designated by the Chairman of the Board. At such meetings, the Board of Directors may transact such business as may properly come before the meetings. Section 8. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President and shall be called by the Secretary on the written request of two of the directors. Written notice of special meetings of the Board of Directors shall be given to each director at least 24 hours before the day of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 9. A majority of the directors shall constitute a quorum for the transaction of business. The act of at least a majority of the directors present at a meeting at which a quorum is present shall be required to constitute the act of the Board of Directors, unless a greater number is required or a lesser number is permitted by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a -7- quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called. Section 10. Any director may resign at any time by mailing or delivering or by transmitting written notice of resignation by mail, telegram, cable or other electronic transmission to the Board of Directors, the Chairman of the Board, the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time is specified therein, then such resignation shall take effect immediately upon the receipt thereof. Section 11. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors or of such committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors or such committee. All such unanimous written consents shall be filed with the minutes of the proceedings of the Board of Directors or such committee. Section 12. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of a conference telephone network by which all persons participating in the meeting can hear each other. COMMITTEES OF DIRECTORS Section 13. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more directors to constitute an Executive Committee that, to the extent provided in such resolution (if not expressly denied by applicable law or the Articles of Incorporation) shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers that may require it. Vacancies in the membership of the Executive Committee shall be filled by resolution adopted by a majority of the Board of Directors at a regular or special meeting of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report such minutes to the Board of -8- Directors when required. The designation of such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on the Board of Directors or such member by law. Section 14. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more committees in addition to the Executive Committee, each such other committee to consist of one or more directors of the Corporation, which committee or committees, to the extent provided in such resolution or resolutions (if not theretofore granted to the Executive Committee and if not expressly denied by applicable law or the Articles of Incorporation), shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers that may require it. Vacancies in the membership of any such committees shall be filled by resolution adopted by a majority of the Board of Directors at a regular or special meeting of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report such minutes to the Board of Directors when required. The designation of such committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, or any responsibility imposed upon the Board of Directors or such member by law. COMPENSATION OF DIRECTORS Section 15. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed similar compensation for attending committee meetings. ARTICLE IV NOTICES Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their respective addresses appearing on the books of the -9- Corporation. Notice by mail shall be deemed to be given at the time when such notice shall be mailed. Notice to directors may also be given by telegram, facsimile or other electronic transmission, and shall be deemed delivered when such notice shall be deposited at a telegraph office for transmission and all appropriate fees therefor have been paid or upon receipt of confirmation of other electronic transmission. Section 2. Whenever any notice is required to be given to any stockholder or director under the provisions of applicable law or of the Articles of Incorporation or of these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE V OFFICERS Section 1. The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (one or more of which may be designated Executive Vice President or Senior Vice President), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except that one person shall not simultaneously hold the offices of Chairman of the Board and Secretary, Chief Executive Officer and Secretary, or President and Secretary. Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (one or more of which may be designated Executive Vice President or Senior Vice President), a Secretary and a Treasurer, none of whom need be a member of the Board of Directors, except the Chairman of the Board. -10- Section 3. The Board of Directors or the Chairman of the Board may from time to time elect or appoint a Controller and such assistant officers as the Board of Directors or the Chairman of the Board, as the case may be, may deem necessary or desirable. Any such elections or appointments made by the Chairman of the Board shall be reported to the Board of Directors at its next succeeding regular meeting. Section 4. The salaries of all executive officers of the Corporation shall be fixed by the Board of Directors. Section 5. Each officer and assistant officer of the Corporation shall hold office until the next annual meeting of the Board of Directors or until a successor is duly elected or appointed, or until such person's death, resignation, or removal from such office. Any officer or member of any committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. THE CHAIRMAN OF THE BOARD AND THE VICE CHAIRMAN OF THE BOARD Section 6. The Chairman of the Board shall be selected from the members of the Board of Directors of the Corporation. The Chairman of the Board, or in the Chairman's absence, the Chief Executive Officer or the President, shall preside at meetings of the stockholders and the Board of Directors. The Chairman of the Board shall advise and counsel the Chief Executive Officer and the President and other officers and shall exercise such powers and perform such duties as shall be assigned to or required of the Chairman of the Board from time to time by the Board of Directors or these By-laws. The Chairman of the Board does not have the general and active management of the business and does not have authority to execute and deliver on behalf of the Corporation contracts and other instruments and documents relating to the usual and ordinary business of the Corporation, except where required by law to be otherwise executed, and except where the execution thereof shall be expressly delegated by the Board of Directors to the -11- Chairman of the Board. The Board may, in its discretion, create the office of Vice Chairman of the Board. The Vice Chairman of the Board shall be selected from the members of the Board of the Corporation and shall have such authority, powers and duties as the Board shall provide. During the absence or disability of the Chairman of the Board, the Vice Chairman of the Board shall perform the duties of the Chairman of the Board. THE CHIEF EXECUTIVE OFFICER Section 7. The Chief Executive Officer of the Corporation shall have general and active management of the business of the Corporation and, subject to the Chairman of the Board if a different person holds such office, shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such additional duties as may be assigned to the Chief Executive Officer from time to time by the Board of Directors or the Chairman of the Board. The Chief Executive Officer shall have authority, without further authorization from the Board, to execute and deliver on behalf of the Corporation all bonds, deeds, mortgages and other instruments (and if any such instrument requires a seal of the Corporation, then under such seal) relating to the usual and ordinary business of the Corporation. THE PRESIDENT Section 8. The President shall be the Chief Operating Officer of the Corporation and shall assist the Chief Executive Officer in the general and active management of the operations of the Corporation. The President shall have such additional duties as may be assigned to the President from time to time by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The President shall have the same authority as the Chief Executive Officer to execute on behalf of the Corporation bonds, deeds, mortgages and other instruments requiring a seal and contracts and other documents. During any absence or disability of the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer. -12- THE VICE PRESIDENTS Section 9. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. Executive Vice Presidents shall be senior to Senior Vice Presidents and Vice Presidents. Senior Vice Presidents shall be senior to Vice Presidents. They shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer and the President shall from time to time prescribe. The Vice Presidents shall have the same authority as the Chairman of the Board and the President to execute on behalf of the Corporation bonds, deeds, mortgages and other instruments requiring a seal and contracts and other documents. THE SECRETARY AND ASSISTANT SECRETARY Section 10. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders of the Corporation and of the Board of Directors in a book or books to be kept for that purpose and shall perform similar duties for any committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix such seal to any instrument requiring it and, when so affixed, it may be attested by the Secretary's signature or by the signature of the Treasurer or an Assistant Secretary. Section 11. The Assistant Secretaries in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary may from time to time prescribe. -13- THE TREASURER AND ASSISTANT TREASURERS Section 12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. Section 13. The Treasurer shall disburse the funds of the Corporation as may be ordered or authorized by the Board of Directors, taking proper vouchers of such disbursements, and shall render to the Chairman of the Board, the Chief Executive Officer, the President and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all of the Treasurer's transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall have such other duties as may be prescribed from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer and the President. Section 14. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. Section 15. The Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Treasurer may from time to time prescribe. -14- ARTICLE VI ELIMINATION OF DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS Section 1. Elimination of Director or Officer Liability. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer occurring on or after July 15, 1987; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (a) for acts or omissions that involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Section 2. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, or by reason of the fact that such person is or was a director, officer or employee of the Corporation serving in any fiduciary capacity with respect to any profit sharing pension or other type of welfare plan or trust for the benefit of employees of the Corporation or any subsidiary of the Corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation or of such employee benefit plan or trust, and, with respect to any criminal action or proceeding had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create -15- a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, or of such employee benefit plan or trust, and that, with respect to any criminal action or proceeding, such person had reasonable cause to believe that such person's conduct was unlawful. Section 3. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation or by or in the right of any employee benefit plan or trust to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of the fact that such person is or was a director, officer or employee of the Corporation serving in any fiduciary capacity with respect to any profit sharing pension or other type of welfare plan or trust for the benefit of employees of the Corporation or any subsidiary of the Corporation, against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation or of such employee benefit plan or trust. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or of such employee benefit plan or trust, or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 4. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 and 3 of this Article VI, or in defense of any claim, issue or matter therein, such person must be indemnified -16- by the Corporation against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense. Section 5. Any indemnification under Sections 2 and 3 of this Article VI, unless ordered by a court or advanced pursuant to Section 6 of this Article VI, must be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made (a) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or (b) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or (c) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion, or (d) by the stockholders. Section 6. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it shall be determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Corporation. The provisions of this Section 6 do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise. Section 7. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article VI: (a) shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, vote of stockholders, disinterested directors, or otherwise, for either an action in such person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 3 of this Article VI, or for the advancement of expenses made pursuant to Section 6 of this Article VI, may not be made to or on behalf of any director or officer if a final adjudication establishes -17- that such person's acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. Section 8. The Corporation shall have power to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or is or was a director, officer or employee of the Corporation serving in any fiduciary capacity with respect to any profit sharing, pension or other type of welfare plan or trust for the benefit of employees of the Corporation or any subsidiary of the Corporation, for any liability asserted against such person and any liability and expenses incurred by such person in any such capacity or arising out of such person's status as such. ARTICLE VII CERTIFICATES FOR SHARES Section 1. The Corporation shall deliver certificates representing all shares to which stockholders are entitled. Such certificates shall be signed by the Chairman of the Board, or the President, or a Vice President, and the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Such certificate representing shares shall state upon the face thereof that the Corporation is organized under the laws of the State of Nevada, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and may, in addition, state upon the face thereof the par value of each share represented by such certificate or that the shares are without par value. Section 2. The signatures of the Chairman of the Board, the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles, if the certificate is countersigned -18- by a transfer agent and registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of issuance. LOST CERTIFICATES Section 3. The Board of Directors may direct a new certificate or certificates to be issued or empower the Corporation's transfer agent to issue a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation that are alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or such person's legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. Section 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE Section 5. For the purpose of determining stockholders entitled to of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, 60 days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 10 days immediately preceding such -19- meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days, and, in case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired. REGISTERED STOCKHOLDERS Section 6. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada. ARTICLE VIII GENERAL PROVISIONS Section 1. The Board of Directors may declare and the Corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Articles of Incorporation. Section 2. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner. -20- REPORT TO STOCKHOLDERS Section 3. The Board of Directors must, when required by the holders of at least 1/3 of the outstanding shares of the Corporation, present written reports of the situation and amount of business of the Corporation. CHECKS Section 4. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as may from time to time be designated by the Board of Directors or by such officers of the Corporation who may be authorized by the Board of Directors to make such designations. FISCAL YEAR Section 5. The fiscal year of the Corporation shall be fixed by the resolution of the Board of Directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE IX AMENDMENTS Section 1. These By-laws may be altered, amended or repealed or rescinded, or new by-laws may be adopted, by the vote of a majority of the entire Board of Directors at any meeting thereof, provided that such proposed action in respect thereof shall be stated in the notice of such meeting. The stockholders of the Corporation shall have the power to alter, amend, repeal or rescind any provision of these By-laws, or adopt new by-laws, only to the extent and in the manner provided in the following sentence. In addition to any requirements of law and any other provision of these By-laws or the Corporation's Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article IV of -21- the Corporation's Articles of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, these By-laws, the Corporation's Articles of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of 66 2/3 percent or more of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, repeal or rescind any provision of these By-laws, or adopt new by-laws. -22- EX-5.1 4 d94412ex5-1.txt EX-5.1 OPINION/CONSENT OF RAYMOND G. SMERGE, ESQ. EXHIBIT 5.1 [Centex Corporation Letterhead] February 22, 2002 Centex Corporation 2728 North Harwood Dallas, Texas 75201 Ladies and Gentlemen: I am Executive Vice President, Chief Legal Officer and Secretary of Centex Corporation, a Nevada corporation (the "Company"), and have acted as counsel for the Company in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company, 3333 Holding Corporation, a Nevada corporation ("Holding"), Centex Development Company, L.P., a Delaware limited partnership ("Development"), and Centex Trust I and Centex Trust II, each a statutory business trust formed under the laws of the State of Delaware (the "Trusts", and together with the Company, Holding and Development, the "Registrants"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the proposed issuance and sale from time to time of up to $1.5 billion aggregate initial offering price of (a) the Company's senior debt securities (the "Senior Debt Securities"), (b) the Company's subordinated debt securities (the "Subordinated Debt Securities"), (c) shares of common stock, par value $.25 per share, of the Company, certificates for which also represent (1) a beneficial interest in common stock of Holding and warrants to purchase Class B Units of limited partnership interest in Development and (2) preferred share purchase rights (collectively, the "Common Stock"), (d) shares of preferred stock of the Company (the "Preferred Stock"), (e) warrants of the Company to purchase other securities (the "Warrants"), (f) preferred securities of the Trusts (the "Trust Preferred Securities"), (g) the Company's guarantees with respect to the Trust Preferred Securities (each, a "Guarantee" and, collectively, the "Guarantees"), (h) junior subordinated debt securities of the Company for issuance directly to the Trusts (the "Junior Subordinated Debt Securities"), (i) the Company's stock purchase contracts (the "Stock Purchase Contracts") and (j) the Company's stock purchase units (the "Stock Purchase Units"), consisting of Stock Purchase Contracts and other securities. The Senior Debt Securities, the Subordinated Debt Securities, the Common Stock, the Preferred Stock, the Warrants, the Trust Preferred Securities, the Guarantees, the Junior Subordinated Debt Securities, the Stock Purchase Contracts and the Stock Purchase Units may be hereinafter referred to as the "Securities." Each series of the Senior Debt Securities will be issued pursuant to an indenture dated as of October 1, 1998 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (the "Senior Indenture") and each series of the Subordinated Debt Securities will be issued pursuant to an indenture dated as of March 12, 1987 between the Company and JPMorgan Chase Bank, as Trustee (the "Subordinated Indenture"), as each such indenture will be supplemented, in connection with the issuance of each such series, by a supplemental indenture or other appropriate action of the Company creating such series (each, a "Supplemental Indenture"). Each Guarantee will be issued pursuant to a guarantee agreement to be entered into between the Company and JPMorgan Chase Bank, as guarantee trustee thereunder (each, a "Guarantee Agreement" and, collectively, the "Guarantee Agreements"). Each series of the Junior Subordinated Debt Securities will be issued pursuant to an indenture dated as of November 14, 2000 between the Company and JPMorgan Chase Bank, as Trustee (the "Junior Subordinated Indenture"), as such indenture will be supplemented, in connection with the issuance of each such series, by a supplemental indenture or other appropriate action of the Company creating such series (each, a "Junior Subordinated Supplemental Indenture"). Each Stock Purchase Contract will be issued pursuant to an agreement (the "Purchase Agreement"). In furnishing this opinion, I or members of my staff have examined and relied upon copies of the Restated Articles of Incorporation and By-laws of the Company, as amended to date (together, the "Charter Documents"), the Senior Indenture and the Subordinated Indenture, the Guarantee Agreement and the Junior Subordinated Indenture filed as exhibits to the Registration Statement, corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company and the Trusts, statutes and other instruments and documents as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed. In connection with this opinion, I have assumed: (a) the genuineness of all signatures on all documents examined by me; (b) the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies; (c) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act; (d) a prospectus supplement will have been filed with the Commission describing the Securities offered thereby; (e) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (f) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (g) any securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; and (h) with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Company's Charter Documents and not otherwise reserved for issuance. On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Nevada. -2- 2. With respect to a series of Senior Debt Securities, when (a) any applicable Supplemental Indenture relating to such series has been duly authorized and validly executed and delivered by each of the parties thereto, (b) the Board of Directors of the Company or, to the extent permitted by the General Corporation Law of the State of Nevada and the Charter Documents, a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the "Board") has taken all necessary corporate action to approve and establish the terms of such series and to authorize and approve the issuance thereof, the terms of the offering thereof and related matters, and (c) the Senior Debt Securities of such series have been duly executed, authenticated, issued and delivered in accordance with the Senior Indenture, any applicable Supplemental Indenture relating to such series and the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein, the Senior Debt Securities of such series will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3. With respect to a series of Subordinated Debt Securities, when (a) any applicable Supplemental Indenture relating to such series has been duly authorized and validly executed and delivered by each of the parties thereto, (b) the Board has taken all necessary corporate action to approve and establish the terms of such series and to authorize and approve the issuance thereof, the terms of the offering thereof and related matters, and (c) the Subordinated Debt Securities of such series have been duly executed, authenticated, issued and delivered in accordance with the Subordinated Indenture, any applicable Supplemental Indenture relating to such series and the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein, the Subordinated Debt Securities of such series will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4. With respect to shares of Common Stock, when (a) the Board has taken all necessary corporate action to approve the issuance thereof and the terms of the offering of shares of Common Stock and related matters, and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations are made in the share register of the Company, either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein, or (ii) upon conversion, exchange, redemption or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the -3- Common Stock), the shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable. 5. With respect to shares of Preferred Stock, when (a) the Board has taken all necessary corporate action to approve and establish the terms of the shares of Preferred Stock, to approve the issuance thereof and the terms of the offering thereof and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock (a "Certificate of Designation"), and such Certificate of Designation has been filed with the Secretary of State of the State of Nevada, and (b) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations are made in the share register of the Company, either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein, or (ii) upon conversion, exchange, redemption or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the Preferred Stock), the shares of Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable. 6. With respect to Warrants, when (a) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (b) the warrant agreement or agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the warrant agent appointed by the Company, and (c) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein, the Warrants will be duly authorized and validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7. With respect to each Guarantee Agreement, when (a) such Guarantee Agreement has been duly authorized, validly executed and delivered by each of the parties thereto, (b) the Company has received the purchase price for the Junior Subordinated Debt Securities to which such Guarantee Agreement relates, (c) such Guarantee Agreement has been duly qualified under the Trust Indenture Act of 1939 and (d) the Board has taken all necessary corporate action to approve the Guarantee and the issuance thereof and related matters, such Guarantee Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws -4- relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 8. With respect to a series of Junior Subordinated Debt Securities, when (a) any applicable Junior Subordinated Supplemental Indenture relating to such series has been duly authorized and validly executed and delivered by each of the parties thereto, (b) the Board has taken all necessary corporate action to approve and establish the terms of such series and to authorize and approve the issuance thereof, the terms of the offering thereof and related matters and (c) the Junior Subordinated Debt Securities of such series have been duly executed, authenticated, issued and delivered in accordance with the Junior Subordinated Indenture, any applicable Junior Subordinated Supplemental Indenture relating to such series and either (1) the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein or (2) upon conversion, exchange, redemption or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Board, for the consideration approved by the Board, the Junior Subordinated Debt Securities of such series will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 9. With respect to the Stock Purchase Contracts, when (a) the Purchase Agreement has been duly authorized and validly executed and delivered by each of the parties thereto, (b) the Board has taken all necessary corporate action to approve and establish the terms of such Stock Purchase Contracts and to authorize and approve the issuance thereof, the terms of the offering thereof and related matters, and (c) the Stock Purchase Contracts have been duly executed and delivered in accordance with the Purchase Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein, the Stock Purchase Contracts will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 10. With respect to the Stock Purchase Units, when (a) the Purchase Agreement has been duly authorized and validly executed and delivered by each of the parties thereto, (b) the Board has taken all necessary corporate action to approve and establish the terms of such Stock Purchase Units and to authorize and approve the issuance thereof, the terms of the offering thereof and related matters, and (c) the Stock Purchase Units have been duly executed and delivered in accordance with the Purchase Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board in exchange for payment of the consideration therefor provided for therein, the Stock Purchase Units (including, if applicable, debt securities of the Registrants included in the Units) will constitute legal, valid and binding -5- obligations of the applicable Registrants, enforceable against the applicable Registrants in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The opinions set forth above are limited to the laws of the State of Texas, the State of New York, the State of Delaware, the State of Nevada and the United States of America. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement. Additionally, I hereby consent to the reference to me under the caption "Legal Opinions" in the Registration Statement. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Raymond G. Smerge --------------------------------- Raymond G. Smerge Executive Vice President, Chief Legal Officer and Secretary -6- EX-5.2.1 5 d94412ex5-2_1.txt EX-5.2.1 OPINION/CONSENT OF RICHARDS LAYTON EXHIBIT 5.2.1 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.] February 22, 2002 Centex Trust I c/o Centex Corporation 2728 North Harwood Dallas, Texas 75201 Re: Centex Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for Centex Corporation, a Nevada corporation (the "Company"), and Centex Trust I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of November 9, 2000 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on November 9, 2000; (b) The Declaration of Trust of the Trust, dated as of November 9, 2000, among the Company and the trustees of the Trust named therein; (c) A form of Amended and Restated Declaration of Trust of the Trust (including Exhibits A, B and C thereto) (the "Declaration"), to be entered into among the Centex Trust I February 22, 2002 Page 2 Company, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, attached as an exhibit to the Registration Statement (as defined below); (d) The Registration Statement on Form S-3 (the "Registration Statement"), including a prospectus (the "Prospectus"), relating to the trust preferred securities of the Trust, representing undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), as proposed to be filed by the Company, the Trust and others with the Securities and Exchange Commission on or about February 22, 2002; and (e) A Certificate of Good Standing for the Trust obtained from the Secretary of State on February 19, 2002. Capitalized terms used herein and not otherwise defined are used as defined in the Declaration. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (ii) the legal capacity of natural persons who are signatories to the documents examined by us, (iii) the receipt by each Person to whom a Preferred Security is to be Centex Trust I February 22, 2002 Page 3 issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Declaration and the Registration Statement, and (iv) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Declaration and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Business Trust Act. 2. When the Declaration is duly executed and delivered by the parties thereto, the Preferred Securities will be duly authorized and will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. When the Declaration is duly executed and delivered by the parties thereto, the Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Declaration. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "LEGAL OPINIONS" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as Centex Trust I February 22, 2002 Page 4 amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Richards, Layton & Finger, P.A. BJK EX-5.2.2 6 d94412ex5-2_2.txt EX-5.2.2 OPINION/CONSENT OF RICHARDS LAYTON EXHIBIT 5.2.2 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.] February 22, 2002 Centex Trust II c/o Centex Corporation 2728 North Harwood Dallas, Texas 75201 Re: Centex Trust II Ladies and Gentlemen: We have acted as special Delaware counsel for Centex Corporation, a Nevada corporation (the "Company"), and Centex Trust II, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of November 9, 2000 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on November 9, 2000; (b) The Declaration of Trust of the Trust, dated as of November 9, 2000, among the Company and the trustees of the Trust named therein; (c) A form of Amended and Restated Declaration of Trust of the Trust (including Exhibits A, B and C thereto) (the "Declaration"), to be entered into among the Company, the trustees of the Trust named therein, and the holders, from time to time, of Centex Trust II February 22, 2002 Page 2 undivided beneficial interests in the assets of the Trust, attached as an exhibit to the Registration Statement (as defined below); (d) The Registration Statement on Form S-3 (the "Registration Statement"), including a prospectus (the "Prospectus"), relating to the preferred securities of the Trust, representing undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), as proposed to be filed by the Company, the Trust and others with the Securities and Exchange Commission on or about February 22, 2002; and (e) A Certificate of Good Standing for the Trust obtained from the Secretary of State on February 19, 2002. Capitalized terms used herein and not otherwise defined are used as defined in the Declaration. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (ii) the legal capacity of natural persons who are signatories to the documents examined by us, (iii) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Security Centex Trust II February 22, 2002 Page 3 Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Declaration and the Registration Statement, and (iv) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Declaration and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Business Trust Act. 2. When the Declaration is duly executed and delivered by the parties thereto, the Preferred Securities will be duly authorized and will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. When the Declaration is duly executed and delivered by the parties thereto, the Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Declaration. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "LEGAL OPINIONS" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as Centex Trust II February 22, 2002 Page 4 amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Richards, Layton & Finger, P.A. BJK EX-12.1 7 d94412ex12-1.txt EX-12.1 COMPUTATION OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 CENTEX CORPORATION - TOTAL ENTERPRISE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

NINE MONTHS ENDED FISCAL YEARS ENDED MARCH 31, --------------------------- ---------------------------- 12/31/2001 12/31/2000 2001 2000 ---------- ---------- --------- --------- FIXED CHARGES (A) Interest Expensed and Capitalized 211,812 133,900 197,679 128,520 (B) Amortized Premiums, Discounts and capitalized interest related to indebtedness included in (A) included in (A) included in (A) included in (A) (C) An estimate of the interest within rental expense 11,418 9,629 12,839 8,357 (D) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A N/A --------- --------- --------- --------- TOTAL FIXED CHARGES $ 223,230 $ 143,529 $ 210,518 $ 136,877 ========= ========= ========= ========= EARNINGS ADD: (A) Pre-tax earnings 428,235 284,488 436,331 416,861 Add back: minority interest in consolidated subsidiaries 15,135 30,827 32,415 64,772 Adjust for income or loss from equity investees Subtract: CDC earnings (add back losses) (11,995) (3,864) (4,616) (456) --------- --------- --------- --------- 431,375 311,451 464,130 481,177 (B) Add back: fixed charges 223,230 143,529 210,518 136,877 (C) Add back: Amortization of capitalized interest 25,315 27,095 46,608 -- (D) Add back: distributed income of equity investee N/A N/A N/A N/A (E) Your share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges -- -- -- -- --------- --------- --------- --------- 679,920 482,075 721,256 618,054 SUBTRACT (A) Capitalized Interest (36,012) (35,445) (52,646) -- (B) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A N/A (C) Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges -- -- -- -- --------- --------- --------- --------- (36,012) (35,445) (52,646) -- --------- --------- --------- --------- NET EARNINGS $ 643,908 $ 446,630 $ 668,610 $ 618,054 ========= ========= ========= ========= RATIO 2.88 3.11 3.18 4.52

FISCAL YEARS ENDED MARCH 31, ------------------------------------------- 1999 1998 1997 --------- --------- --------- FIXED CHARGES (A) Interest Expensed and Capitalized 118,451 78,128 65,517 (B) Amortized Premiums, Discounts and capitalized interest related to indebtedness included in (A) included in (A) included in (A) (C) An estimate of the interest within rental expense 10,457 7,886 6,182 (D) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A --------- --------- --------- TOTAL FIXED CHARGES $ 128,908 $ 86,014 $ 71,699 ========= ========= ========= EARNINGS ADD: (A) Pre-tax earnings 373,294 231,634 163,734 Add back: minority interest in consolidated subsidiaries 53,613 43,447 31,690 Adjust for income or loss from equity investees Subtract: CDC earnings (add back losses) (430) (3,577) (925) --------- --------- --------- 426,477 271,504 194,499 (B) Add back: fixed charges 128,908 86,014 71,699 (C) Add back: Amortization of capitalized interest -- -- -- (D) Add back: distributed income of equity investee N/A N/A N/A (E) Your share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges -- -- -- --------- --------- --------- 555,385 357,518 266,198 SUBTRACT (A) Capitalized Interest -- -- -- (B) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A (C) Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges -- -- -- --------- --------- --------- -- -- -- --------- --------- --------- NET EARNINGS $ 555,385 357,518 266,198 ========= ========= ========= RATIO 4.31 4.16 3.71

CENTEX (EXCLUDING FINANCIAL SERVICES OPERATIONS) CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

NINE MONTHS ENDED FISCAL YEARS ENDED MARCH 31, --------------------------- ---------------------------- FIXED CHARGES 12/31/2001 12/31/2000 2001 2000 ---------- ---------- --------- --------- (A) Interest Expensed and Capitalized 95,327 73,490 99,069 66,844 (B) Amortized Premiums, Discounts and capitalized interest related to indebtedness included in (A) included in (A) included in (A) included in (A) (C) An estimate of the interest within rental expense 11,418 9,629 12,839 8,357 (D) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A N/A --------- --------- --------- --------- TOTAL FIXED CHARGES 106,745 83,119 111,908 75,201 ========= ========= ========= ========= EARNINGS ADD: (A) Pre-tax earnings 428,235 284,488 436,331 416,861 Add back: minority interest in consolidated subsidiaries 15,135 30,827 32,415 64,772 Adjust for income or loss from equity investees Subtract: Financial Services earnings (pre-tax) (87,785) (4,649) (19,667) (32,474) Subtract: CDC earnings (add back losses) (11,995) (3,864) (4,616) (456) Adjust for CFMC (earnings) loss -- -- -- (214) --------- --------- --------- --------- 343,590 306,802 444,463 448,489 (B) Add back: fixed charges 106,745 83,119 111,908 75,201 (C) Add back: Amortization of capitalized interest 25,315 27,095 46,608 -- (D) Add back: distributed income of equity investee N/A N/A N/A N/A (E) Your share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges -- -- -- -- --------- --------- --------- --------- 475,650 417,016 602,979 523,690 SUBTRACT (A) Capitalized Interest (36,012) (35,445) (52,646) -- (B) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A N/A (C) Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges -- -- -- -- --------- --------- --------- --------- (36,012) (35,445) (52,646) -- --------- --------- --------- --------- TOTAL EARNINGS $ 439,638 $ 381,571 $ 550,333 $ 523,690 ========= ========= ========= ========= RATIO OF EARNINGS TO FIXED CHARGES 4.12 4.59 4.92 6.96

FISCAL YEARS ENDED MARCH 31, ------------------------------------------- FIXED CHARGES 1999 1998 1997 --------- --------- --------- (A) Interest Expensed and Capitalized 41,581 33,256 34,062 (B) Amortized Premiums, Discounts and capitalized interest related to indebtedness included in (A) included in (A) included in (A) (C) An estimate of the interest within rental expense 10,457 7,886 6,186 (D) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A --------- --------- --------- TOTAL FIXED CHARGES 52,038 $ 41,142 $ 40,248 ========= ========= ========= EARNINGS ADD: (A) Pre-tax earnings 373,294 231,634 163,734 Add back: minority interest in consolidated subsidiaries 53,613 43,447 31,690 Adjust for income or loss from equity investees Subtract: Financial Services earnings (pre-tax) (92,309) (31,371) (24,410) Subtract: CDC earnings (add back losses) (430) (3,577) (925) Adjust for CFMC (earnings) loss (203) (191) (191) --------- --------- --------- 333,965 239,942 169,898 (B) Add back: fixed charges 52,038 41,142 40,248 (C) Add back: Amortization of capitalized interest -- -- -- (D) Add back: distributed income of equity investee N/A N/A N/A (E) Your share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges -- -- -- --------- --------- --------- 386,003 281,084 210,146 SUBTRACT (A) Capitalized Interest -- -- -- (B) Preference security dividend requirements of consolidated subsidiaries N/A N/A N/A (C) Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges -- -- -- --------- --------- --------- -- -- -- --------- --------- --------- TOTAL EARNINGS $ 386,003 $ 281,084 $ 210,146 ========= ========= ========= RATIO OF EARNINGS TO FIXED CHARGES 7.42 6.83 5.22

EX-23.1 8 d94412ex23-1.txt EX-23.1 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated May 15, 2001, included in the Joint Annual Report on Form 10-K of Centex Corporation and Subsidiaries and 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries for the year ended March 31, 2001, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Dallas, Texas, February 19, 2002 EX-25.1 9 d94412ex25-1.txt EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY EXHIBIT 25.1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____ ---------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) WILLIAM H. McDAVID GENERAL COUNSEL 270 PARK AVENUE NEW YORK, NEW YORK 10017 TEL: (212) 270-2611 (Name, address and telephone number of agent for service) CENTEX CORPORATION (Exact name of obligor as specified in its charter) NEVADA 75-0778259 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 2728 N. HARWOOD DALLAS, TEXAS 75201 (Address of principal executive offices) (Zip Code) ----------------------------------------------------- SENIOR DEBT SECURITIES ----------------------------------------------------- GENERAL ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS. IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL INSTRUCTION B. ITEM 16. LIST OF EXHIBITS LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and State of Texas, on the 21st day of February, 2002. JPMORGAN CHASE BANK By: /s/ John G. Jones John G. Jones Vice President and Trust Officer EX-25.2 10 d94412ex25-2.txt EX-25.2 FORM T-1 STATEMENT OF ELIGIBILITY EXHIBIT 25.2 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____ ---------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) WILLIAM H. McDAVID GENERAL COUNSEL 270 PARK AVENUE NEW YORK, NEW YORK 10017 TEL: (212) 270-2611 (Name, address and telephone number of agent for service) CENTEX CORPORATION (Exact name of obligor as specified in its charter) NEVADA 75-0778259 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 2728 N. HARWOOD DALLAS, TEXAS 75201 (Address of principal executive offices) (Zip Code) ----------------------------------------------- SUBORDINATED DEBT SECURITIES ----------------------------------------------- GENERAL ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS. IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL INSTRUCTION B. ITEM 16. LIST OF EXHIBITS LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and State of Texas, on the 21st day of February, 2002. JPMORGAN CHASE BANK By: /s/ John G. Jones John G. Jones Vice President and Trust Officer EX-25.3 11 d94412ex25-3.txt EX-25.3 FORM T-1 STATEMENT OF ELIGIBILITY EXHIBIT 25.3 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____ ---------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) WILLIAM H. McDAVID GENERAL COUNSEL 270 PARK AVENUE NEW YORK, NEW YORK 10017 TEL: (212) 270-2611 (Name, address and telephone number of agent for service) CENTEX CORPORATION (Exact name of obligor as specified in its charter) NEVADA 75-0778259 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 2728 N. HARWOOD DALLAS, TEXAS 75201 (Address of principal executive offices) (Zip Code) ----------------------------------------------- JUNIOR SUBORDINATED DEBT SECURITIES ----------------------------------------------- GENERAL ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS. IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL INSTRUCTION B. ITEM 16. LIST OF EXHIBITS LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and State of Texas, on the 21st day of February, 2002. JPMORGAN CHASE BANK By: /s/ John G. Jones John G. 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EX-4.8

                                                                     EXHIBIT 4.8


                                     BY-LAWS
                                       OF
                          3333 DEVELOPMENT CORPORATION
                             (a Nevada corporation)

            [Amended and restated effective as of November 27, 2001]

                                      * * *

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office of 3333 Development Corporation (the
"Corporation") shall be located in Carson City, County of Washoe, State of
Nevada.

         Section 2. The Corporation may also have its executive offices and
other offices at such other places, within and without the State of Nevada, as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All annual meetings of stockholders shall be held at the
offices of the Corporation in the City of Dallas, State of Texas, or at such
other place, within or without the State of Texas, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of stockholders may be held at such
place, within or without the State of Texas, and at such time as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on such business day in July at 10:00 a.m. as may be
designated by the Board of Directors, or if the Board of Directors does not so
designate an annual meeting date for any year then the annual meeting for that
year shall be held on the last Thursday of July if not a legal holiday, and if a
legal holiday, then on the next secular day following at 10:00 a.m.. At such
annual meeting, the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.


                                      -1-



         Section 3. Special meetings of the stockholders may be called only by
the Chairman of the Board of Directors or a majority of the directors of the
Board of Directors.

         Section 4. Written or printed notice signed by the Chairman of the
Board, the President, a Vice President, the Secretary, or an Assistant Secretary
and stating the place, day and hour of the meeting of the stockholders and the
purpose or purposes for which the meeting is called shall be given to each
stockholder of record entitled to vote at such meeting either by delivering such
notice personally to such stockholder or by depositing such notice in the United
States mail addressed to the stockholder at the stockholder's address as it
appears on the stock transfer books of the Corporation, with proper postage
prepaid, not less than 10 nor more than 60 days before the day of the meeting,
by or at the direction of the Chairman of the Board, the President, the
Secretary, or the officer or person calling the meeting.

         Section 5. Business transacted at any special meeting shall be confined
to the purposes stated in the notice thereof.

         Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders except as otherwise provided in the Articles of Incorporation (the
"Articles of Incorporation"). If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified and called. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of some stockholders
prior to adjournment.

         Section 7. The vote of the holders of a majority of the shares entitled
to vote and represented at a meeting at which a quorum is present shall be the
act of the meeting of stockholders, unless the vote of a greater number is
required by applicable and governing law or by the Articles of Incorporation for
the particular proposed action.


                                      -2-



         Section 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or series within a class are limited or denied by the Articles of
Incorporation or by the resolutions of the Board of Directors establishing such
class or series pursuant to the Articles of Incorporation. At any election for
directors, every stockholder entitled to vote at any such election shall have
the right to vote, in person or by proxy, the number of shares owned by such
stockholder for as many persons as there are directors to be elected and for
whose election such stockholder has a right to vote. Stockholders the
Corporation are expressly prohibited from cumulating their votes in any election
for directors of the Corporation.

         Section 9. A stockholder may vote in person or may be represented and
vote by a proxy or proxies appointed by such stockholder by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, and such instrument does not specify the manner
in which such proxies may exercise the powers conferred by such instrument, then
a majority of such persons present at the meeting, or, if only one shall be
present, then that one shall have and may exercise all of the powers conferred
by such written instrument upon all of the persons so designated. No such
appointment of proxy shall be valid except for the meeting (including all
adjourned sessions thereof) for which it was given. No such appointment of proxy
shall be valid after the expiration of 6 months following the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed the earlier of 11 months following the date of its
execution or the conclusion of the meeting (including all adjourned sessions
thereof) for which such appointment of proxy was given. Subject to the above,
any appointment of proxy duly executed is not revoked and continues in full
force and effect until an instrument revoking it or a duly executed appointment
of proxy bearing a later date is filed with the Secretary of the Corporation.
Each appointment of proxy shall be revocable unless expressly provided therein
to be irrevocable.


                                      -3-


         Section 10. The officer or agent having charge of the stock transfer
books shall make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and
number of shares held by each. For a period of 10 days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any stockholder at any time during the usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder during the
entire meeting. The original stock transfer books shall be prima facie evidence
as to who are the stockholders entitled to examine such list or transfer book or
to vote at any such meeting of stockholders.

         Section 11. Subject to the rights of the holders of the preferred stock
or any other class or series of stock that may have a preference over the common
stock as to dividends or upon liquidation, any action required or permitted to
be taken by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders.

         Section 12. Voting at meetings of stockholders may be oral or by ballot
at the discretion of the Chairman of the meeting, except that such voting shall
be by written ballot if a vote by written ballot is demanded by a majority of
the stockholders present at such meeting.

         Section 13. Subject to the rights of the holders of any class or series
of stock having a preference over the common stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or by any stockholder entitled to vote for the election or
directors. Any stockholder entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if written notice of
such stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election


                                      -4-

of directors, the close of business on the 7th day following the date on which
notice of such meeting is first given to stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) 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; (d) 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 (e) the consent of each nominee to serve as a director of the
Corporation if so elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in accordance with the foregoing
procedure.

         Section 14. The Chairman of the Board shall have the power and
authority to limit attendance at any meeting of the stockholders to (a) the
Corporation's stockholders and (b) their validly appointed proxies.

         Section 15. The Chairman of the Board or, in the Chairman's absence,
the Chief Executive Officer, shall be the chairman of any meeting of the
stockholders and shall determine the order of business and rules for the conduct
of any such meeting.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors of the Corporation shall be not
fewer than 3 nor more than 13 as shall be established from time to time by
resolution of the Board of Directors of the Corporation. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until the next
succeeding annual meeting of the


                                      -5-

stockholders of the Corporation or until such person's successor is duly elected
or until such person's earlier death or resignation or removal from such office.
Directors need not be residents of the State of Nevada or stockholders of the
Corporation.

         Section 2. All vacancies occurring in the Board of Directors, including
those resulting from an increase in the number of directors and any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled by the affirmative vote of a majority of
the remaining directors then in office, even though such remaining directors may
constitute less than a quorum of the Board of Directors, or by the sole
remaining director. If not filled in that manner, any vacancy shall be filled by
election at an annual meeting or a special meeting of the stockholders entitled
to vote called for that purpose. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Section 3. The business and affairs of the Corporation shall be managed
by its Board of Directors. The Board of Directors may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these By-laws directed or required to
be exercised and done by the stockholders.

         Section 4. Any director of the Corporation may be removed or discharged
with or without cause by the affirmative vote therefor by stockholders
representing not less than two-thirds of the issued and outstanding capital
stock entitled to vote in the election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of Nevada.

         Section 6. The first meeting of each newly elected Board of Directors
shall be at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting of stockholders and no notice


                                      -6-

of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. In the
event of the failure of the stockholders to fix the time and place of such first
meeting of the newly elected Board of Directors, or in the event such meeting of
the newly elected Board of Directors is not held at the time and place so fixed
by the stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

         Section 7. Regular meetings of the Board of Directors, commencing in
October 2001, shall be held on the third Tuesday of February, May, July and
October in each year, if not a legal holiday, and if a legal holiday, then on
the next secular day following, and in addition a fifth flexible meeting date
may be determined from time to time by the Board of Directors. However, the
Chairman of the Board may designate a day in each such month other than the
third Tuesday as the date for any such regular meeting. Each such meeting shall
be held at such time as shall be designated by the Chairman of the Board. At
such meetings, the Board of Directors may transact such business as may properly
come before the meetings.

         Section 8. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors or the President and shall be called by
the Secretary on the written request of two of the directors. Written notice of
special meetings of the Board of Directors shall be given to each director at
least 24 hours before the day of the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

         Section 9. A majority of the directors shall constitute a quorum for
the transaction of business. The act of at least a majority of the directors
present at a meeting at which a quorum is present shall be required to
constitute the act of the Board of Directors, unless a greater number is
required or a lesser number is permitted by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
At such adjourned meeting at which a


                                      -7-

quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

         Section 10. Any director may resign at any time by mailing or
delivering or by transmitting written notice of resignation by mail, telegram,
cable or other electronic transmission to the Board of Directors, the Chairman
of the Board, the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if no time is
specified therein, then such resignation shall take effect immediately upon the
receipt thereof.

         Section 11. Any action required or permitted to be taken at any meeting
of the Board of Directors, or of any committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Board of Directors or of such committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a duly called and constituted meeting of the Board of
Directors or such committee. All such unanimous written consents shall be filed
with the minutes of the proceedings of the Board of Directors or such committee.

         Section 12. Members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board of Directors or committee by
means of a conference telephone network by which all persons participating in
the meeting can hear each other.

                             COMMITTEES OF DIRECTORS

         Section 13. The Board of Directors may, by resolution adopted by a
majority of the Board of Directors, designate one or more directors to
constitute an Executive Committee that, to the extent provided in such
resolution (if not expressly denied by applicable law or the Articles of
Incorporation) shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation and may have
power to authorize the seal of the Corporation to be affixed to all papers that
may require it. Vacancies in the membership of the Executive Committee shall be
filled by resolution adopted by a majority of the Board of Directors at a
regular or special meeting of the Board of Directors. The Executive Committee
shall keep regular minutes of its proceedings and report such minutes to the
Board of


                                      -8-

Directors when required. The designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors or any
member thereof of any responsibility imposed on the Board of Directors or such
member by law.

         Section 14. The Board of Directors may, by resolution adopted by a
majority of the Board of Directors, designate one or more committees in addition
to the Executive Committee, each such other committee to consist of one or more
directors of the Corporation, which committee or committees, to the extent
provided in such resolution or resolutions (if not theretofore granted to the
Executive Committee and if not expressly denied by applicable law or the
Articles of Incorporation), shall have and may exercise all of the authority of
the Board of Directors in the business and affairs of the Corporation, and may
have power to authorize the seal of the Corporation to be affixed to all papers
that may require it. Vacancies in the membership of any such committees shall be
filled by resolution adopted by a majority of the Board of Directors at a
regular or special meeting of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and report such minutes to the Board of
Directors when required. The designation of such committees and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, or any responsibility imposed upon the Board of Directors or
such member by law.

                            COMPENSATION OF DIRECTORS

         Section 15. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed similar compensation for
attending committee meetings.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
respective addresses appearing on the books of the


                                      -9-

Corporation. Notice by mail shall be deemed to be given at the time when such
notice shall be mailed. Notice to directors may also be given by telegram,
facsimile or other electronic transmission, and shall be deemed delivered when
such notice shall be deposited at a telegraph office for transmission and all
appropriate fees therefor have been paid or upon receipt of confirmation of
other electronic transmission.

         Section 2. Whenever any notice is required to be given to any
stockholder or director under the provisions of applicable law or of the
Articles of Incorporation or of these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.

         Section 3. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE V
                                    OFFICERS

         Section 1. The officers of the Corporation shall consist of a Chairman
of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (one or more of which may be designated Executive Vice President or
Senior Vice President), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Any two or more offices may be held by the
same person, except that one person shall not simultaneously hold the offices of
Chairman of the Board and Secretary, Chief Executive Officer and Secretary, or
President and Secretary.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall elect a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents (one or more of
which may be designated Executive Vice President or Senior Vice President), a
Secretary and a Treasurer, none of whom need be a member of the Board of
Directors, except the Chairman of the Board.


                                      -10-


         Section 3. The Board of Directors or the Chairman of the Board may from
time to time elect or appoint a Controller and such assistant officers as the
Board of Directors or the Chairman of the Board, as the case may be, may deem
necessary or desirable. Any such elections or appointments made by the Chairman
of the Board shall be reported to the Board of Directors at its next succeeding
regular meeting.

         Section 4. The salaries of all executive officers of the Corporation
shall be fixed by the Board of Directors.

         Section 5. Each officer and assistant officer of the Corporation shall
hold office until the next annual meeting of the Board of Directors or until a
successor is duly elected or appointed, or until such person's death,
resignation, or removal from such office. Any officer or member of any committee
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors.

                            THE CHAIRMAN OF THE BOARD
                       AND THE VICE CHAIRMAN OF THE BOARD

         Section 6. The Chairman of the Board shall be selected from the members
of the Board of Directors of the Corporation. The Chairman of the Board, or in
the Chairman's absence, the Chief Executive Officer or the President, shall
preside at meetings of the stockholders and the Board of Directors. The Chairman
of the Board shall advise and counsel the Chief Executive Officer and the
President and other officers and shall exercise such powers and perform such
duties as shall be assigned to or required of the Chairman of the Board from
time to time by the Board of Directors or these By-laws. The Chairman of the
Board does not have the general and active management of the business and does
not have authority to execute and deliver on behalf of the Corporation contracts
and other instruments and documents relating to the usual and ordinary business
of the Corporation, except where required by law to be otherwise executed, and
except where the execution thereof shall be expressly delegated by the Board of
Directors to the


                                      -11-


Chairman of the Board. The Board may, in its discretion, create the office of
Vice Chairman of the Board. The Vice Chairman of the Board shall be selected
from the members of the Board of the Corporation and shall have such authority,
powers and duties as the Board shall provide. During the absence or disability
of the Chairman of the Board, the Vice Chairman of the Board shall perform the
duties of the Chairman of the Board.

                           THE CHIEF EXECUTIVE OFFICER

         Section 7. The Chief Executive Officer of the Corporation shall have
general and active management of the business of the Corporation and, subject to
the Chairman of the Board if a different person holds such office, shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The Chief Executive Officer shall have such additional duties as may be
assigned to the Chief Executive Officer from time to time by the Board of
Directors or the Chairman of the Board. The Chief Executive Officer shall have
authority, without further authorization from the Board, to execute and deliver
on behalf of the Corporation all bonds, deeds, mortgages and other instruments
(and if any such instrument requires a seal of the Corporation, then under such
seal) relating to the usual and ordinary business of the Corporation.

                                  THE PRESIDENT

         Section 8. The President shall be the Chief Operating Officer of the
Corporation and shall assist the Chief Executive Officer in the general and
active management of the operations of the Corporation. The President shall have
such additional duties as may be assigned to the President from time to time by
the Board of Directors, the Chairman of the Board or the Chief Executive
Officer. The President shall have the same authority as the Chief Executive
Officer to execute on behalf of the Corporation bonds, deeds, mortgages and
other instruments requiring a seal and contracts and other documents. During any
absence or disability of the Chief Executive Officer, the President shall
perform the duties of the Chief Executive Officer.


                                      -12-


                               THE VICE PRESIDENTS

         Section 9. The Vice Presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. Executive Vice Presidents shall be senior to Senior Vice Presidents
and Vice Presidents. Senior Vice Presidents shall be senior to Vice Presidents.
They shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board, the Chief Executive Officer and the
President shall from time to time prescribe. The Vice Presidents shall have the
same authority as the Chairman of the Board and the President to execute on
behalf of the Corporation bonds, deeds, mortgages and other instruments
requiring a seal and contracts and other documents.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 10. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the stockholders of the Corporation and of the Board of
Directors in a book or books to be kept for that purpose and shall perform
similar duties for any committees of the Board of Directors when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President. The Secretary shall
keep in safe custody the seal of the Corporation and, when authorized by the
Board of Directors, affix such seal to any instrument requiring it and, when so
affixed, it may be attested by the Secretary's signature or by the signature of
the Treasurer or an Assistant Secretary.

         Section 11. The Assistant Secretaries in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or the Secretary may from time to time prescribe.


                                      -13-


                     THE TREASURER AND ASSISTANT TREASURERS

         Section 12. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

         Section 13. The Treasurer shall disburse the funds of the Corporation
as may be ordered or authorized by the Board of Directors, taking proper
vouchers of such disbursements, and shall render to the Chairman of the Board,
the Chief Executive Officer, the President and the Board of Directors at its
regular meetings or when the Board of Directors so requires an account of all of
the Treasurer's transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall have such other duties as may be prescribed
from time to time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer and the President.

         Section 14. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the Treasurer's office and for the restoration to the Corporation,
in case of death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

         Section 15. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or the Treasurer may from time to time prescribe.


                                      -14-

                                   ARTICLE VI
                       ELIMINATION OF DIRECTOR AND OFFICER
                        LIABILITY AND INDEMNIFICATION OF
                         OFFICERS, DIRECTORS AND OTHERS

         Section 1. Elimination of Director or Officer Liability. No director or
officer of the Corporation shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer occurring
on or after July 15, 1987; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (a) for acts or
omissions that involve intentional misconduct, fraud or a knowing violation of
law, or (b) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes.

         Section 2. Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, or by
reason of the fact that such person is or was a director, officer or employee of
the Corporation serving in any fiduciary capacity with respect to any profit
sharing pension or other type of welfare plan or trust for the benefit of
employees of the Corporation or any subsidiary of the Corporation, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
the action, suit or proceeding, if such person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation or of such employee benefit plan or trust, and,
with respect to any criminal action or proceeding had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create


                                      -15-

a presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, or of such employee benefit plan or trust, and that, with
respect to any criminal action or proceeding, such person had reasonable cause
to believe that such person's conduct was unlawful.

         Section 3. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation or by or in the
right of any employee benefit plan or trust to procure a judgment in its favor
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of the fact
that such person is or was a director, officer or employee of the Corporation
serving in any fiduciary capacity with respect to any profit sharing pension or
other type of welfare plan or trust for the benefit of employees of the
Corporation or any subsidiary of the Corporation, against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably incurred
by such person in connection with the defense or settlement of the action or
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation or of
such employee benefit plan or trust. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the Corporation or of such employee benefit plan or trust, or for amounts
paid in settlement to the Corporation, unless and only to the extent that the
court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

         Section 4. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 2 and 3 of this Article VI,
or in defense of any claim, issue or matter therein, such person must be
indemnified


                                      -16-

by the Corporation against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense.

         Section 5. Any indemnification under Sections 2 and 3 of this Article
VI, unless ordered by a court or advanced pursuant to Section 6 of this Article
VI, must be made by the Corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made (a) by the Board
of Directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, or (b) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion, or (c) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion, or (d) by
the stockholders.

         Section 6. The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding must be paid by the Corporation
as they are incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it shall be determined by a court of competent
jurisdiction that such person is not entitled to be indemnified by the
Corporation. The provisions of this Section 6 do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise.

         Section 7. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this Article VI: (a) shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders, disinterested directors, or otherwise, for either an action in
such person's official capacity or an action in another capacity while holding
office, except that indemnification, unless ordered by a court pursuant to
Section 3 of this Article VI, or for the advancement of expenses made pursuant
to Section 6 of this Article VI, may not be made to or on behalf of any director
or officer if a final adjudication establishes


                                      -17-


that such person's acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.

         Section 8. The Corporation shall have power to purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise or is or was a director, officer or employee of the Corporation
serving in any fiduciary capacity with respect to any profit sharing, pension or
other type of welfare plan or trust for the benefit of employees of the
Corporation or any subsidiary of the Corporation, for any liability asserted
against such person and any liability and expenses incurred by such person in
any such capacity or arising out of such person's status as such.

                                   ARTICLE VII
                             CERTIFICATES FOR SHARES

         Section 1. The Corporation shall deliver certificates representing all
shares to which stockholders are entitled. Such certificates shall be signed by
the Chairman of the Board, or the President, or a Vice President, and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. No certificate shall be
issued for any share until the consideration therefor has been fully paid. Such
certificate representing shares shall state upon the face thereof that the
Corporation is organized under the laws of the State of Nevada, the name of the
person to whom issued, the number and class and the designation of the series,
if any, which such certificate represents, and may, in addition, state upon the
face thereof the par value of each share represented by such certificate or that
the shares are without par value.

         Section 2. The signatures of the Chairman of the Board, the President
or Vice President and the Secretary or Assistant Secretary upon a certificate
may be facsimiles, if the certificate is countersigned


                                      -18-

by a transfer agent and registered by a registrar, other than the Corporation
itself or an employee of the Corporation. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person were such officer at the
date of issuance.

                               LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate or
certificates to be issued or empower the Corporation's transfer agent to issue a
new certificate or certificates in place of any certificate or certificates
theretofore issued by the Corporation that are alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or such person's legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

         Section 5. For the purpose of determining stockholders entitled to of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period not to exceed, in
any case, 60 days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least 10 days immediately
preceding such


                                      -19-

meeting. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than 60 days, and, in case of
a meeting of stockholders, not less than 10 days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of stock transfer books and the stated period of closing has
expired.

                            REGISTERED STOCKHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Nevada.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 1. The Board of Directors may declare and the Corporation may
pay dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its Articles of Incorporation.

         Section 2. The Board of Directors may by resolution create a reserve or
reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.


                                      -20-


                             REPORT TO STOCKHOLDERS

         Section 3. The Board of Directors must, when required by the holders of
at least 1/3 of the outstanding shares of the Corporation, present written
reports of the situation and amount of business of the Corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
may from time to time be designated by the Board of Directors or by such
officers of the Corporation who may be authorized by the Board of Directors to
make such designations.
                                   FISCAL YEAR

         Section 5. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 1. These By-laws may be altered, amended or repealed or
rescinded, or new by-laws may be adopted, by the vote of a majority of the
entire Board of Directors at any meeting thereof, provided that such proposed
action in respect thereof shall be stated in the notice of such meeting. The
stockholders of the Corporation shall have the power to alter, amend, repeal or
rescind any provision of these By-laws, or adopt new by-laws, only to the extent
and in the manner provided in the following sentence. In addition to any
requirements of law and any other provision of these By-laws or the
Corporation's Articles of Incorporation or any resolution or resolutions of the
Board of Directors adopted pursuant to Article IV of


                                      -21-

the Corporation's Articles of Incorporation (and notwithstanding the fact that a
lesser percentage may be specified by law, these By-laws, the Corporation's
Articles of Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 66 2/3 percent or more of the combined voting
power of the then outstanding shares of stock entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, repeal or rescind any provision of these By-laws, or adopt new
by-laws.


                                      -22-

EX-5.1

                                                                     EXHIBIT 5.1

                         [Centex Corporation Letterhead]

                                February 22, 2002

Centex Corporation
2728 North Harwood
Dallas, Texas 75201

Ladies and Gentlemen:

     I am Executive Vice President, Chief Legal Officer and Secretary of Centex
Corporation, a Nevada corporation (the "Company"), and have acted as counsel for
the Company in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company, 3333 Holding Corporation, a
Nevada corporation ("Holding"), Centex Development Company, L.P., a Delaware
limited partnership ("Development"), and Centex Trust I and Centex Trust II,
each a statutory business trust formed under the laws of the State of Delaware
(the "Trusts", and together with the Company, Holding and Development, the
"Registrants"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the proposed issuance and sale from time to
time of up to $1.5 billion aggregate initial offering price of (a) the Company's
senior debt securities (the "Senior Debt Securities"), (b) the Company's
subordinated debt securities (the "Subordinated Debt Securities"), (c) shares of
common stock, par value $.25 per share, of the Company, certificates for which
also represent (1) a beneficial interest in common stock of Holding and warrants
to purchase Class B Units of limited partnership interest in Development and (2)
preferred share purchase rights (collectively, the "Common Stock"), (d) shares
of preferred stock of the Company (the "Preferred Stock"), (e) warrants of the
Company to purchase other securities (the "Warrants"), (f) preferred securities
of the Trusts (the "Trust Preferred Securities"), (g) the Company's guarantees
with respect to the Trust Preferred Securities (each, a "Guarantee" and,
collectively, the "Guarantees"), (h) junior subordinated debt securities of the
Company for issuance directly to the Trusts (the "Junior Subordinated Debt
Securities"), (i) the Company's stock purchase contracts (the "Stock Purchase
Contracts") and (j) the Company's stock purchase units (the "Stock Purchase
Units"), consisting of Stock Purchase Contracts and other securities. The Senior
Debt Securities, the Subordinated Debt Securities, the Common Stock, the
Preferred Stock, the Warrants, the Trust Preferred Securities, the Guarantees,
the Junior Subordinated Debt Securities, the Stock Purchase Contracts and the
Stock Purchase Units may be hereinafter referred to as the "Securities."

     Each series of the Senior Debt Securities will be issued pursuant to an
indenture dated as of October 1, 1998 between the Company and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank), as Trustee (the "Senior Indenture")
and each series of the Subordinated Debt



Securities will be issued pursuant to an indenture dated as of March 12, 1987
between the Company and JPMorgan Chase Bank, as Trustee (the "Subordinated
Indenture"), as each such indenture will be supplemented, in connection with the
issuance of each such series, by a supplemental indenture or other appropriate
action of the Company creating such series (each, a "Supplemental Indenture").
Each Guarantee will be issued pursuant to a guarantee agreement to be entered
into between the Company and JPMorgan Chase Bank, as guarantee trustee
thereunder (each, a "Guarantee Agreement" and, collectively, the "Guarantee
Agreements"). Each series of the Junior Subordinated Debt Securities will be
issued pursuant to an indenture dated as of November 14, 2000 between the
Company and JPMorgan Chase Bank, as Trustee (the "Junior Subordinated
Indenture"), as such indenture will be supplemented, in connection with the
issuance of each such series, by a supplemental indenture or other appropriate
action of the Company creating such series (each, a "Junior Subordinated
Supplemental Indenture"). Each Stock Purchase Contract will be issued pursuant
to an agreement (the "Purchase Agreement").

     In furnishing this opinion, I or members of my staff have examined and
relied upon copies of the Restated Articles of Incorporation and By-laws of the
Company, as amended to date (together, the "Charter Documents"), the Senior
Indenture and the Subordinated Indenture, the Guarantee Agreement and the Junior
Subordinated Indenture filed as exhibits to the Registration Statement,
corporate records of the Company, including minute books of the Company,
certificates of public officials and of representatives of the Company and the
Trusts, statutes and other instruments and documents as I have deemed necessary
or appropriate to form a basis for the opinions hereinafter expressed.

     In connection with this opinion, I have assumed: (a) the genuineness of all
signatures on all documents examined by me; (b) the authenticity of all
documents submitted to me as originals and the conformity to the originals of
all documents submitted to me as copies; (c) the Registration Statement, and any
amendments thereto (including post-effective amendments), will have become
effective under the Securities Act; (d) a prospectus supplement will have been
filed with the Commission describing the Securities offered thereby; (e) all
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable prospectus supplement; (f) a definitive purchase, underwriting or
similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto; (g) any securities issuable upon conversion, exchange,
redemption or exercise of any Securities being offered will be duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
exchange, redemption or exercise; and (h) with respect to shares of Common Stock
or Preferred Stock offered, there will be sufficient shares of Common Stock or
Preferred Stock authorized under the Company's Charter Documents and not
otherwise reserved for issuance.

     On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, I am of the opinion that:

     1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Nevada.

                                      -2-


     2. With respect to a series of Senior Debt Securities, when (a) any
applicable Supplemental Indenture relating to such series has been duly
authorized and validly executed and delivered by each of the parties thereto,
(b) the Board of Directors of the Company or, to the extent permitted by the
General Corporation Law of the State of Nevada and the Charter Documents, a duly
constituted and acting committee thereof (such Board of Directors or committee
being hereinafter referred to as the "Board") has taken all necessary corporate
action to approve and establish the terms of such series and to authorize and
approve the issuance thereof, the terms of the offering thereof and related
matters, and (c) the Senior Debt Securities of such series have been duly
executed, authenticated, issued and delivered in accordance with the Senior
Indenture, any applicable Supplemental Indenture relating to such series and the
applicable definitive purchase, underwriting or similar agreement approved by
the Board in exchange for payment of the consideration therefor provided for
therein, the Senior Debt Securities of such series will constitute legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforceability thereof is subject to
the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

     3. With respect to a series of Subordinated Debt Securities, when (a) any
applicable Supplemental Indenture relating to such series has been duly
authorized and validly executed and delivered by each of the parties thereto,
(b) the Board has taken all necessary corporate action to approve and establish
the terms of such series and to authorize and approve the issuance thereof, the
terms of the offering thereof and related matters, and (c) the Subordinated Debt
Securities of such series have been duly executed, authenticated, issued and
delivered in accordance with the Subordinated Indenture, any applicable
Supplemental Indenture relating to such series and the applicable definitive
purchase, underwriting or similar agreement approved by the Board in exchange
for payment of the consideration therefor provided for therein, the Subordinated
Debt Securities of such series will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforceability thereof is subject to the effect of
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     4. With respect to shares of Common Stock, when (a) the Board has taken all
necessary corporate action to approve the issuance thereof and the terms of the
offering of shares of Common Stock and related matters, and (b) certificates
representing the shares of Common Stock have been duly executed, countersigned,
registered and delivered, or if uncertificated, valid book-entry notations are
made in the share register of the Company, either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board in exchange for payment of the consideration therefor (not less than
the par value of the Common Stock) provided for therein, or (ii) upon
conversion, exchange, redemption or exercise of any other Security, in
accordance with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the

                                      -3-


Common Stock), the shares of Common Stock will be duly authorized, validly
issued, fully paid and non-assessable.

     5. With respect to shares of Preferred Stock, when (a) the Board has taken
all necessary corporate action to approve and establish the terms of the shares
of Preferred Stock, to approve the issuance thereof and the terms of the
offering thereof and related matters, including the adoption of a Certificate of
Designation relating to such Preferred Stock (a "Certificate of Designation"),
and such Certificate of Designation has been filed with the Secretary of State
of the State of Nevada, and (b) certificates representing the shares of
Preferred Stock have been duly executed, countersigned, registered and
delivered, or if uncertificated, valid book-entry notations are made in the
share register of the Company, either (i) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board in
exchange for payment of the consideration therefor (not less than the par value
of the Preferred Stock) provided for therein, or (ii) upon conversion, exchange,
redemption or exercise of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing for such
conversion, exchange, redemption or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the
Preferred Stock), the shares of Preferred Stock will be duly authorized, validly
issued, fully paid and non-assessable.

     6. With respect to Warrants, when (a) the Board has taken all necessary
corporate action to approve the creation of and the issuance and terms of the
Warrants, the terms of the offering thereof and related matters, (b) the warrant
agreement or agreements relating to the Warrants have been duly authorized and
validly executed and delivered by the Company and the warrant agent appointed by
the Company, and (c) the Warrants or certificates representing the Warrants have
been duly executed, countersigned, registered and delivered in accordance with
the appropriate warrant agreement or agreements and the applicable definitive
purchase, underwriting or similar agreement approved by the Board in exchange
for payment of the consideration therefor provided for therein, the Warrants
will be duly authorized and validly issued and will constitute legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforceability thereof is subject to
the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

     7. With respect to each Guarantee Agreement, when (a) such Guarantee
Agreement has been duly authorized, validly executed and delivered by each of
the parties thereto, (b) the Company has received the purchase price for the
Junior Subordinated Debt Securities to which such Guarantee Agreement relates,
(c) such Guarantee Agreement has been duly qualified under the Trust Indenture
Act of 1939 and (d) the Board has taken all necessary corporate action to
approve the Guarantee and the issuance thereof and related matters, such
Guarantee Agreement will constitute the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as the enforceability thereof is subject to the effect of (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws

                                      -4-


relating to or affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

     8. With respect to a series of Junior Subordinated Debt Securities, when
(a) any applicable Junior Subordinated Supplemental Indenture relating to such
series has been duly authorized and validly executed and delivered by each of
the parties thereto, (b) the Board has taken all necessary corporate action to
approve and establish the terms of such series and to authorize and approve the
issuance thereof, the terms of the offering thereof and related matters and (c)
the Junior Subordinated Debt Securities of such series have been duly executed,
authenticated, issued and delivered in accordance with the Junior Subordinated
Indenture, any applicable Junior Subordinated Supplemental Indenture relating to
such series and either (1) the applicable definitive purchase, underwriting or
similar agreement approved by the Board in exchange for payment of the
consideration therefor provided for therein or (2) upon conversion, exchange,
redemption or exercise of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing for such
conversion, exchange, redemption or exercise as approved by the Board, for the
consideration approved by the Board, the Junior Subordinated Debt Securities of
such series will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforceability thereof is subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     9. With respect to the Stock Purchase Contracts, when (a) the Purchase
Agreement has been duly authorized and validly executed and delivered by each of
the parties thereto, (b) the Board has taken all necessary corporate action to
approve and establish the terms of such Stock Purchase Contracts and to
authorize and approve the issuance thereof, the terms of the offering thereof
and related matters, and (c) the Stock Purchase Contracts have been duly
executed and delivered in accordance with the Purchase Agreement and the
applicable definitive purchase, underwriting or similar agreement approved by
the Board in exchange for payment of the consideration therefor provided for
therein, the Stock Purchase Contracts will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforceability thereof is subject to the effect of
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     10. With respect to the Stock Purchase Units, when (a) the Purchase
Agreement has been duly authorized and validly executed and delivered by each of
the parties thereto, (b) the Board has taken all necessary corporate action to
approve and establish the terms of such Stock Purchase Units and to authorize
and approve the issuance thereof, the terms of the offering thereof and related
matters, and (c) the Stock Purchase Units have been duly executed and delivered
in accordance with the Purchase Agreement and the applicable definitive
purchase, underwriting or similar agreement approved by the Board in exchange
for payment of the consideration therefor provided for therein, the Stock
Purchase Units (including, if applicable, debt securities of the Registrants
included in the Units) will constitute legal, valid and binding

                                      -5-


obligations of the applicable Registrants, enforceable against the applicable
Registrants in accordance with their terms, except as the enforceability thereof
is subject to the effect of (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     The opinions set forth above are limited to the laws of the State of Texas,
the State of New York, the State of Delaware, the State of Nevada and the United
States of America. At your request, this opinion is being furnished to you for
filing as Exhibit 5.1 to the Registration Statement. Additionally, I hereby
consent to the reference to me under the caption "Legal Opinions" in the
Registration Statement. In giving such consent, I do not thereby concede that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.

                                       Very truly yours,

                                       /s/ Raymond G. Smerge
                                       ---------------------------------

                                       Raymond G. Smerge
                                       Executive Vice President,
                                       Chief Legal Officer and Secretary

                                      -6-

EX-5.2.1

                                                                   EXHIBIT 5.2.1

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

                                February 22, 2002

Centex Trust I
c/o Centex Corporation
2728 North Harwood
Dallas, Texas 75201

     Re: Centex Trust I

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Centex Corporation, a Nevada
corporation (the "Company"), and Centex Trust I, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, dated as of November 9, 2000
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on November 9, 2000;

     (b) The Declaration of Trust of the Trust, dated as of November 9, 2000,
among the Company and the trustees of the Trust named therein;

     (c) A form of Amended and Restated Declaration of Trust of the Trust
(including Exhibits A, B and C thereto) (the "Declaration"), to be entered into
among the



Centex Trust I
February 22, 2002
Page 2

Company, the trustees of the Trust named therein, and the holders, from time to
time, of undivided beneficial interests in the assets of the Trust, attached as
an exhibit to the Registration Statement (as defined below);

     (d) The Registration Statement on Form S-3 (the "Registration Statement"),
including a prospectus (the "Prospectus"), relating to the trust preferred
securities of the Trust, representing undivided beneficial interests in the
assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as proposed to be filed by the Company, the Trust and
others with the Securities and Exchange Commission on or about February 22,
2002; and

     (e) A Certificate of Good Standing for the Trust obtained from the
Secretary of State on February 19, 2002.

     Capitalized terms used herein and not otherwise defined are used as defined
in the Declaration.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) except to the extent
provided in paragraph 1 below, that each of the parties to the documents
examined by us has been duly created, organized or formed, as the case may be,
and is validly existing in good standing under the laws of the jurisdiction
governing its creation, organization or formation, (ii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iii) the
receipt by each Person to whom a Preferred Security is to be



Centex Trust I
February 22, 2002
Page 3

issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
the Preferred Security acquired by it, in accordance with the Declaration and
the Registration Statement, and (iv) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Declaration
and the Registration Statement. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Business Trust Act.

     2. When the Declaration is duly executed and delivered by the parties
thereto, the Preferred Securities will be duly authorized and will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
Trust.

     3. When the Declaration is duly executed and delivered by the parties
thereto, the Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "LEGAL OPINIONS" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as



Centex Trust I
February 22, 2002
Page 4

amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                       Very truly yours,

                                       /s/ Richards, Layton & Finger, P.A.

BJK

EX-5.2.2

                                                                   EXHIBIT 5.2.2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

                                February 22, 2002

Centex Trust II
c/o Centex Corporation
2728 North Harwood
Dallas, Texas 75201

     Re: Centex Trust II

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Centex Corporation, a Nevada
corporation (the "Company"), and Centex Trust II, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, dated as of November 9, 2000
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on November 9, 2000;

     (b) The Declaration of Trust of the Trust, dated as of November 9, 2000,
among the Company and the trustees of the Trust named therein;

     (c) A form of Amended and Restated Declaration of Trust of the Trust
(including Exhibits A, B and C thereto) (the "Declaration"), to be entered into
among the Company, the trustees of the Trust named therein, and the holders,
from time to time, of



Centex Trust II
February 22, 2002
Page 2

undivided beneficial interests in the assets of the Trust, attached as an
exhibit to the Registration Statement (as defined below);

     (d) The Registration Statement on Form S-3 (the "Registration Statement"),
including a prospectus (the "Prospectus"), relating to the preferred securities
of the Trust, representing undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company, the Trust and others with
the Securities and Exchange Commission on or about February 22, 2002; and

     (e) A Certificate of Good Standing for the Trust obtained from the
Secretary of State on February 19, 2002.

     Capitalized terms used herein and not otherwise defined are used as defined
in the Declaration.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) except to the extent
provided in paragraph 1 below, that each of the parties to the documents
examined by us has been duly created, organized or formed, as the case may be,
and is validly existing in good standing under the laws of the jurisdiction
governing its creation, organization or formation, (ii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iii) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Security



Centex Trust II
February 22, 2002
Page 3

Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Declaration and the Registration
Statement, and (iv) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Business Trust Act.

     2. When the Declaration is duly executed and delivered by the parties
thereto, the Preferred Securities will be duly authorized and will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
Trust.

     3. When the Declaration is duly executed and delivered by the parties
thereto, the Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "LEGAL OPINIONS" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as



Centex Trust II
February 22, 2002
Page 4

amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                       Very truly yours,

                                       /s/ Richards, Layton & Finger, P.A.

BJK

EX-12.1

                                                                    EXHIBIT 12.1

CENTEX CORPORATION - TOTAL ENTERPRISE
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                                                        NINE MONTHS ENDED           FISCAL YEARS ENDED MARCH 31,
                                                                   ---------------------------      ----------------------------
                                                                   12/31/2001       12/31/2000         2001             2000
                                                                   ----------       ----------       ---------        ---------

                                                                                                     
FIXED CHARGES

(A) Interest Expensed and Capitalized                                211,812          133,900          197,679          128,520

(B) Amortized Premiums, Discounts and
    capitalized interest related to indebtedness              included in (A)  included in (A)  included in (A)  included in (A)

(C) An estimate of the interest within
    rental expense                                                    11,418            9,629           12,839            8,357

(D) Preference security dividend requirements
    of consolidated subsidiaries                                         N/A              N/A              N/A              N/A
                                                                   ---------        ---------        ---------        ---------
TOTAL FIXED CHARGES                                                $ 223,230        $ 143,529        $ 210,518        $ 136,877
                                                                   =========        =========        =========        =========

EARNINGS

ADD:
(A) Pre-tax earnings                                                 428,235          284,488          436,331          416,861

Add back: minority interest in consolidated subsidiaries              15,135           30,827           32,415           64,772

Adjust for income or loss from equity investees
Subtract: CDC earnings (add back losses)                             (11,995)          (3,864)          (4,616)            (456)
                                                                   ---------        ---------        ---------        ---------
                                                                     431,375          311,451          464,130          481,177

(B) Add back: fixed charges                                          223,230          143,529          210,518          136,877

(C) Add back: Amortization of capitalized interest                    25,315           27,095           46,608               --

(D) Add back: distributed income of equity investee                      N/A              N/A              N/A              N/A

(E) Your share of pre-tax losses of equity investees for
    which charges arising from guarantees are included
    in fixed charges                                                      --               --               --               --
                                                                   ---------        ---------        ---------        ---------
                                                                     679,920          482,075          721,256          618,054

SUBTRACT
(A) Capitalized Interest                                             (36,012)         (35,445)         (52,646)              --

(B) Preference security dividend requirements of
    consolidated subsidiaries                                            N/A              N/A              N/A              N/A

(C) Minority interest in pre-tax income of subsidiaries
    that have not incurred fixed charges                                  --               --               --               --
                                                                   ---------        ---------        ---------        ---------
                                                                     (36,012)         (35,445)         (52,646)              --
                                                                   ---------        ---------        ---------        ---------
NET EARNINGS                                                       $ 643,908        $ 446,630        $ 668,610        $ 618,054
                                                                   =========        =========        =========        =========

RATIO                                                                   2.88             3.11             3.18             4.52


                                                                         FISCAL YEARS ENDED MARCH 31,
                                                                  -------------------------------------------
                                                                    1999             1998             1997
                                                                  ---------        ---------        ---------

                                                                                      
FIXED CHARGES

(A) Interest Expensed and Capitalized                               118,451           78,128           65,517

(B) Amortized Premiums, Discounts and
    capitalized interest related to indebtedness             included in (A)  included in (A)  included in (A)

(C) An estimate of the interest within
    rental expense                                                   10,457            7,886            6,182

(D) Preference security dividend requirements
    of consolidated subsidiaries                                        N/A              N/A              N/A
                                                                  ---------        ---------        ---------
TOTAL FIXED CHARGES                                               $ 128,908        $  86,014        $  71,699
                                                                  =========        =========        =========

EARNINGS

ADD:
(A) Pre-tax earnings                                                373,294          231,634          163,734

Add back: minority interest in consolidated subsidiaries             53,613           43,447           31,690

Adjust for income or loss from equity investees
Subtract: CDC earnings (add back losses)                               (430)          (3,577)            (925)
                                                                  ---------        ---------        ---------
                                                                    426,477          271,504          194,499

(B) Add back: fixed charges                                         128,908           86,014           71,699

(C) Add back: Amortization of capitalized interest                       --               --               --

(D) Add back: distributed income of equity investee                     N/A              N/A              N/A

(E) Your share of pre-tax losses of equity investees for
    which charges arising from guarantees are included
    in fixed charges                                                     --               --               --
                                                                  ---------        ---------        ---------
                                                                    555,385          357,518          266,198

SUBTRACT
(A) Capitalized Interest                                                 --               --               --

(B) Preference security dividend requirements of
    consolidated subsidiaries                                           N/A              N/A              N/A

(C) Minority interest in pre-tax income of subsidiaries
    that have not incurred fixed charges                                 --               --               --
                                                                  ---------        ---------        ---------
                                                                         --               --               --
                                                                  ---------        ---------        ---------
NET EARNINGS                                                      $ 555,385          357,518          266,198
                                                                  =========        =========        =========

RATIO                                                                  4.31             4.16             3.71




CENTEX (EXCLUDING FINANCIAL SERVICES OPERATIONS)
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                                                   NINE MONTHS ENDED            FISCAL YEARS ENDED MARCH 31,
                                                               ---------------------------      ----------------------------
FIXED CHARGES                                                  12/31/2001       12/31/2000         2001             2000
                                                               ----------       ----------       ---------        ---------

                                                                                                 
(A) Interest Expensed and Capitalized                             95,327           73,490           99,069           66,844

(B) Amortized Premiums, Discounts and
    capitalized interest related to indebtedness          included in (A)  included in (A)  included in (A)  included in (A)

(C) An estimate of the interest within
    rental expense                                                11,418            9,629           12,839            8,357

(D) Preference security dividend requirements
    of consolidated subsidiaries                                     N/A              N/A              N/A              N/A
                                                               ---------        ---------        ---------        ---------
TOTAL FIXED CHARGES                                              106,745           83,119          111,908           75,201
                                                               =========        =========        =========        =========

EARNINGS

ADD:
(A) Pre-tax earnings                                             428,235          284,488          436,331          416,861

Add back: minority interest in consolidated subsidiaries          15,135           30,827           32,415           64,772

Adjust for income or loss from equity investees
Subtract: Financial Services earnings (pre-tax)                  (87,785)          (4,649)         (19,667)         (32,474)
Subtract: CDC earnings (add back losses)                         (11,995)          (3,864)          (4,616)            (456)

Adjust for CFMC (earnings) loss                                       --               --               --             (214)
                                                               ---------        ---------        ---------        ---------
                                                                 343,590          306,802          444,463          448,489

(B) Add back: fixed charges                                      106,745           83,119          111,908           75,201

(C) Add back: Amortization of capitalized interest                25,315           27,095           46,608               --

(D) Add back: distributed income of equity investee                  N/A              N/A              N/A              N/A

(E) Your share of pre-tax losses of equity investees for
    which charges arising from guarantees are included
    in fixed charges                                                  --               --               --               --
                                                               ---------        ---------        ---------        ---------
                                                                 475,650          417,016          602,979          523,690

SUBTRACT
(A) Capitalized Interest                                         (36,012)         (35,445)         (52,646)              --

(B) Preference security dividend requirements of
    consolidated subsidiaries                                        N/A              N/A              N/A              N/A

(C) Minority interest in pre-tax income of subsidiaries
    that have not incurred fixed charges                              --               --               --               --
                                                               ---------        ---------        ---------        ---------
                                                                 (36,012)         (35,445)         (52,646)              --
                                                               ---------        ---------        ---------        ---------
TOTAL EARNINGS                                                 $ 439,638        $ 381,571        $ 550,333        $ 523,690
                                                               =========        =========        =========        =========

RATIO OF EARNINGS TO FIXED CHARGES                                  4.12             4.59             4.92             6.96


                                                                      FISCAL YEARS ENDED MARCH 31,
                                                               -------------------------------------------
FIXED CHARGES                                                    1999             1998             1997
                                                               ---------        ---------        ---------

                                                                                   
(A) Interest Expensed and Capitalized                             41,581           33,256           34,062

(B) Amortized Premiums, Discounts and
    capitalized interest related to indebtedness          included in (A)  included in (A)  included in (A)

(C) An estimate of the interest within
    rental expense                                                10,457            7,886            6,186

(D) Preference security dividend requirements
    of consolidated subsidiaries                                     N/A              N/A              N/A
                                                               ---------        ---------        ---------
TOTAL FIXED CHARGES                                               52,038        $  41,142        $  40,248
                                                               =========        =========        =========

EARNINGS

ADD:
(A) Pre-tax earnings                                             373,294          231,634          163,734

Add back: minority interest in consolidated subsidiaries          53,613           43,447           31,690

Adjust for income or loss from equity investees
Subtract: Financial Services earnings (pre-tax)                  (92,309)         (31,371)         (24,410)
Subtract: CDC earnings (add back losses)                            (430)          (3,577)            (925)

Adjust for CFMC (earnings) loss                                     (203)            (191)            (191)
                                                               ---------        ---------        ---------
                                                                 333,965          239,942          169,898

(B) Add back: fixed charges                                       52,038           41,142           40,248

(C) Add back: Amortization of capitalized interest                    --               --               --

(D) Add back: distributed income of equity investee                  N/A              N/A              N/A

(E) Your share of pre-tax losses of equity investees for
    which charges arising from guarantees are included
    in fixed charges                                                  --               --               --
                                                               ---------        ---------        ---------
                                                                 386,003          281,084          210,146

SUBTRACT
(A) Capitalized Interest                                              --               --               --

(B) Preference security dividend requirements of
    consolidated subsidiaries                                        N/A              N/A              N/A

(C) Minority interest in pre-tax income of subsidiaries
    that have not incurred fixed charges                              --               --               --
                                                               ---------        ---------        ---------
                                                                      --               --               --
                                                               ---------        ---------        ---------
TOTAL EARNINGS                                                 $ 386,003        $ 281,084        $ 210,146
                                                               =========        =========        =========

RATIO OF EARNINGS TO FIXED CHARGES                                  7.42             6.83             5.22

EX-23.1

                                                                    EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 15, 2001,
included in the Joint Annual Report on Form 10-K of Centex Corporation and
Subsidiaries and 3333 Holding Corporation and Subsidiary and Centex Development
Company, L.P. and Subsidiaries for the year ended March 31, 2001, and to all
references to our firm included in this registration statement.

                                       ARTHUR ANDERSEN LLP

Dallas, Texas,
    February 19, 2002

EX-25.1

                                                                    EXHIBIT 25.1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                  A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

        NEW YORK                                                13-4994650
(State of incorporation                                      (I.R.S. employer
if not a national bank)                                     identification No.)

         270 PARK AVENUE
        NEW YORK, NEW YORK                                        10017
(Address of principal executive offices)                        (Zip Code)

                               WILLIAM H. McDAVID
                                 GENERAL COUNSEL
                                 270 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                               TEL: (212) 270-2611
            (Name, address and telephone number of agent for service)

                               CENTEX CORPORATION
               (Exact name of obligor as specified in its charter)

            NEVADA                                               75-0778259
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

          2728 N. HARWOOD
           DALLAS, TEXAS                                           75201
(Address of principal executive offices)                         (Zip Code)

              -----------------------------------------------------
                             SENIOR DEBT SECURITIES
              -----------------------------------------------------





                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.

     IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE
EACH SUCH AFFILIATION.

     None.

ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL
INSTRUCTION B.



ITEM 16. LIST OF EXHIBITS

     LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     8. Not applicable.

     9. Not applicable.

                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Houston and State of Texas, on the 21st day of February, 2002.

                                       JPMORGAN CHASE BANK

                                       By: /s/ John G. Jones
                                           John G. Jones
                                           Vice President and Trust Officer

EX-25.2

                                                                    EXHIBIT 25.2

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                  A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

       NEW YORK                                                  13-4994650
(State of incorporation                                       (I.R.S. employer
if not a national bank)                                      identification No.)

          270 PARK AVENUE
         NEW YORK, NEW YORK                                        10017
(Address of principal executive offices)                         (Zip Code)

                               WILLIAM H. McDAVID
                                 GENERAL COUNSEL
                                 270 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                               TEL: (212) 270-2611
            (Name, address and telephone number of agent for service)

                               CENTEX CORPORATION
               (Exact name of obligor as specified in its charter)

             NEVADA                                              75-0778259
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

          2728 N. HARWOOD
           DALLAS, TEXAS                                           75201
(Address of principal executive offices)                         (Zip Code)

                -----------------------------------------------
                          SUBORDINATED DEBT SECURITIES
                -----------------------------------------------




                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.

     IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE
EACH SUCH AFFILIATION.

     None.

ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL
INSTRUCTION B.



ITEM 16. LIST OF EXHIBITS

     LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Houston and State of Texas, on the 21st day of February, 2002.

                                       JPMORGAN CHASE BANK

                                       By: /s/ John G. Jones
                                           John G. Jones
                                           Vice President and Trust Officer

EX-25.3

                                                                    EXHIBIT 25.3

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                  A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

        NEW YORK                                                 13-4994650
(State of incorporation                                      (I.R.S. employer
if not a national bank)                                     identification No.)

          270 PARK AVENUE
         NEW YORK, NEW YORK                                       10017
(Address of principal executive offices)                        (Zip Code)

                               WILLIAM H. McDAVID
                                 GENERAL COUNSEL
                                 270 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                               TEL: (212) 270-2611
            (Name, address and telephone number of agent for service)

                               CENTEX CORPORATION
               (Exact name of obligor as specified in its charter)

             NEVADA                                              75-0778259
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              identification No.)

           2728 N. HARWOOD
            DALLAS, TEXAS                                          75201
(Address of principal executive offices)                         (Zip Code)

                 -----------------------------------------------
                       JUNIOR SUBORDINATED DEBT SECURITIES
                 -----------------------------------------------




                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.

     IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE
EACH SUCH AFFILIATION.

     None.

ITEMS 3 THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL
INSTRUCTION B.



ITEM 16. LIST OF EXHIBITS

     LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Houston and State of Texas, on the 21st day of February, 2002.

                                       JPMORGAN CHASE BANK

                                       By: /s/ John G. Jones
                                           John G. Jones
                                           Vice President and Trust Officer