S-3MEF

As filed with the Securities and Exchange Commission on January 28, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization) 75-0778259
(I.R.S. Employer
Identification No.)

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) Brian J. Woram
Senior Vice President and
Chief Legal Officer
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 75201-2980
(214) 953-6500

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

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

     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, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-49966

     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 effective registration statement for the same offering. o

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

CALCULATION OF REGISTRATION FEE

Title of each class of	Proposed Maximum
Securities to be	Aggregate Offering		Amount of
Registered	Price(1)		Registration Fee
Senior Debt Securities of Centex Corporation	$	27,000,000	$	3,178

(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 $27,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.

TABLE OF CONTENTS

Opinion of Paul Johnston, Esq.

Consent of Ernst & Young LLP

Explanatory Note

     This registration statement is being filed pursuant to Rule 462(b) under the Securities Act and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (Registration No. 333-49966), as amended (the “Original Form S-3”), including the exhibits thereto and each of the documents incorporated by reference therein, which was declared effective by the Securities and Exchange Commission on December 7, 2000, are incorporated by reference in this registration statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant 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 January 28, 2005.

Centex Corporation
By:	/s/ Timothy R. Eller
	Timothy R. Eller
	Chairman of the Board and Chief Executive Officer

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

Signature	Title	Date
/s/ Timothy R. Eller Timothy R. Eller	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	January 28, 2005
/s/ Leldon Echols Leldon Echols	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 28, 2005
/s/ Mark D. Kemp Mark D. Kemp	Senior Vice President and Controller (Principal Accounting Officer)	January 28, 2005
* Barbara T. Alexander	Director	January 28, 2005
* Dan W. Cook, III	Director	January 28, 2005
* Juan L. Elek	Director	January 28, 2005
Thomas J. Faulk	Director
* Clint W. Murchison, III	Director	January 28, 2005
Frederic M. Poses	Director

Signature	Title	Date
James J. Postl	Director
/s/ David W. Quinn David W. Quinn	Director	January 28, 2005
Thomas M. Shoewe	Director

     

*  David W. Quinn, by signing his name hereto, does hereby sign this registration statement on behalf of the directors and officers of the registrant above whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and officers and filed with the Securities and Exchange Commission.

/s/ David W. Quinn David W. Quinn
Attorney-in-fact
January 28, 2005

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
5.1	Opinion of Paul Johnston, Esq.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Paul Johnston, Esq. (contained in his opinion filed as Exhibit 5.1).
24.1	Power of attorney of certain signatories (contained on the signature page of the Original Form S-3).

EX-5.1

Exhibit 5.1

[Letterhead of Centex Corporation]

January 26, 2005

Centex Corporation
2728 North Harwood
Dallas, Texas 75201

Ladies and Gentlemen:

     I am Vice President and Corporate Counsel of Centex Corporation, a Nevada corporation (the “Company”), and have acted as counsel for the Company in connection with (i) the registration statement on Form S-3 (the “Supplemental Registration Statement”) to be filed by the Company on or about January 27, 2005 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the proposed issuance and sale by the Company of senior debt securities (the “Debt Securities”) registered or to be registered pursuant to the Supplemental Registration Statement and a registration statement on Form S-3 (Commission File No. 333-49966) (the “Original Registration Statement”) filed by the Company, 3333 Holding Corporation, Centex Development Company, L.P., Centex Trust I and Centex Trust II with the Commission and declared effective under the Securities Act. The Debt Securities will be issued under an Indenture, dated as of October 1, 1998 (the “Indenture”), between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (the “Trustee”), as amended and supplemented by Indenture Supplement No. 7, dated as of March 22, 2001 (the “Supplemental Indenture”) between the Company and the Trustee. The Debt Securities will be distributed pursuant to the Distribution Agreement, dated as of March 22, 2001 (the “Distribution Agreement”) by and among the Company and the Agents named therein or in accordance with the terms and provisions of the Distribution 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 (the “Charter Documents”), the Indenture, the Distribution Agreement, corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company, 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 the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.

     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. With respect to the Debt Securities, (a) when the Board of Directors of the Company (the “Board”) 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 or committee appointed by or on behalf of the Board (each, a “Committee”) has taken all necessary corporate action to establish the terms of the Debt Securities and to authorize and approve the issuance thereof and (b) when the Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the Indenture, the Supplemental Indenture and the Distribution Agreement in exchange for payment of the consideration therefor provided for therein, the Debt Securities 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).

     The opinions set forth above are limited to the laws of the State of Texas, 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 Supplemental Registration Statement. Additionally, I hereby consent to the reference to me under the caption “Legal Opinions” in the Supplemental Registration Statement, including any prospectus constituting a part thereof. By 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 rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ Paul Johnston  

Paul Johnston 

Vice President and Corporate Counsel 

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) of Centex Corporation for the registration of an aggregate maximum of $27,000,000 of its senior debt securities and to the incorporation by reference therein of our report dated May 17, 2004, with respect to the consolidated financial statements of Centex Corporation and Subsidiaries included in its Annual Report (Form 10-K) for the year ended March 31, 2004, filed with the Securities and Exchange Commission.
 

/s/ Ernst & Young LLP                              

Dallas, TX
January 26, 2005