8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 13, 2007 (January 5, 2007)

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	1-6776 (Commission File Number)	75-0778259 (IRS Employer Identification No.)
2728 N. Harwood Street, Dallas, Texas		75201
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number including area code: (214) 981-5000

Not Applicable

(Former name or former address if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

(a) Reference is hereby made to that certain Indenture, dated as of October 1, 1998 (the “Indenture”), between Centex Corporation (the “Company”) and The Bank of New York Trust Company National Association (successor to JPMorgan Chase Bank, N.A. which was formerly Chase Bank of Texas, National Association), as trustee, with respect to the Company’s senior debt securities. A copy of the Indenture in the form in which it was executed was filed as Exhibit 4.1 to the Registrant’s Form 8-K (Date of Event: October 21, 1998) filed October 30, 1998, and is incorporated herein by reference.

Pursuant to that certain Agreement of Resignation, Appointment and Acceptance, dated as of January 5, 2007, by and among the Company, The Bank of New York Trust Company National Association and U.S. Bank National Association, (1) The Bank of New York Trust Company National Association has resigned as trustee under the Indenture, (2) U.S. Bank National Association has been appointed as successor trustee under the Indenture and (3) U.S. Bank National Association has accepted the appointment, with respect to all the Company’s senior debt securities issued or to be issued under the Indenture. The Agreement of Resignation, Appointment and Acceptance in the form in which it was executed is filed herewith as Exhibit 4.1.

Also filed herewith as Exhibit 25.1 is the Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association.

(b) March 12, 2007, Timothy R. Eller, chairman and chief executive officer of Centex Corporation (the “Company”), adopted a pre-arranged, systematic trading plan (the “Plan”) for the exercise of certain stock options and sale of the underlying shares in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934. Under this Plan, Mr. Eller has directed a broker unaffiliated with the company to exercise, subject to certain conditions, options to purchase up to 762,808 shares of Centex common stock over the period commencing March 14, 2007 and ending March 13, 2008. The Plan has a series of laddered price triggers for the exercise of options and the sale of the shares issued. All of the options to be exercised have expiration dates in April 2008.

Robert S. Stewart, senior vice president — strategy and corporate development; Brian J. Woram, senior vice president and chief legal officer; and David L. Barclay, co-president and co-chief operating officer west region of Centex Homes (a subsidiary of the Company), executive officers of the Company, also entered into trading plans under Rule 10b5-1 on the same date covering their stock options expiring in April 2008. The number of shares and the termination dates for these plans are: Mr. Stewart (44,440 shares, terminating March 10, 2008); Mr. Woram (59,550 shares, terminating March 10, 2008); and Mr. Barclay (63,994 shares, terminating November 30, 2007). Andrew J. Hannigan, co-president and co-chief operating officer east region of Centex Homes, an executive officer of the Company who will be leaving on March 31, 2007, also entered into a trading plan under Rule 10b5-1 covering 155,540 shares from stock options expiring in April 2010, which plan will terminate on April 28, 2007.

Sales under the trading plans will be reported through appropriate filings with the Securities and Exchange Commission. Rule 10b5-1 permits officers and directors of public companies to adopt pre-determined plans for buying or selling specified amounts of stock. The plans may be entered into only when an officer or director is not in possession of material, nonpublic information and may be used to gradually diversify investment portfolios over a period of time. Similar plans may be adopted by our officers or directors in the future. The Company does not undertake to report Rule 10b5-1 plans that may be adopted by any of our officers or directors from time to time, or to report any modification, termination or other activity under these trading plans, except to the extent required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
4.1	Agreement of Resignation, Appointment and Acceptance, dated as of January 5, 2007, by and among Centex Corporation, The Bank of New York Trust Company National Association and U.S. Bank National Association.
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTEX CORPORATION
By:	/s/ James R. Peacock III
	James R. Peacock III
	Vice President, Deputy General Counsel and Secretary

Date: March 13, 2007

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	Agreement of Resignation, Appointment and Acceptance, dated as of January 5, 2007, by and among Centex Corporation, The Bank of New York Trust Company National Association and U.S. Bank National Association.
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

     AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 5, 2007, by and among CENTEX CORPORATION, a Nevada corporation (the “Issuer”), THE BANK OF NEW YORK TRUST COMPANY NATIONAL ASSOCIATION, having its corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (“Predecessor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States of America and having its corporate trust office at 14241 Dallas Parkway, Suite 490, Dallas, Texas 75254 (“Successor Trustee”).

RECITALS:

     WHEREAS, the Predecessor Trustee is the Trustee under the Indenture dated as of October 1, 1998 by and between the Issuer and the Predecessor Trustee (as successor Trustee to JPMorgan Chase Bank, N.A.) (as amended or supplemented, the “Indenture”) (capitalized terms used and not otherwise defined herein have the respective meanings given them in the Indenture);

     WHEREAS, the Predecessor Trustee desires to resign as Trustee under the Indenture with respect to all Series of Senior Debt Securities;

     WHEREAS, the Issuer desires to appoint the Successor Trustee to succeed the Predecessor Trustee as Trustee under the Indenture; and

     WHEREAS, the Successor Trustee is willing to accept such appointment as successor Trustee under the Indenture;

     NOW, THEREFORE, the Issuer, the Predecessor Trustee and the Successor Trustee, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

ARTICLE I

PREDECESSOR TRUSTEE

     SECTION 1.01. The Predecessor Trustee hereby resigns as Trustee under the Indenture with respect to all Series of Senior Debt Securities.

     SECTION 1.02. The Predecessor Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Predecessor Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture. The Predecessor Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee under the Indenture.

ARTICLE II

ISSUER

     SECTION 2.01. The Issuer hereby accepts the resignation of the Predecessor Trustee as Trustee under the Indenture.

     SECTION 2.02. All conditions relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been met by the Issuer, and the Issuer hereby appoints the Successor Trustee as successor Trustee under the Indenture with respect to all Series of Senior Debt Securities, with like effect as if originally named as Trustee under the Indenture.

ARTICLE III

SUCCESSOR TRUSTEE

     SECTION 3.01. The Successor Trustee hereby represents and warrants to the Predecessor Trustee and the Issuer that the Successor Trustee is eligible and qualified to act as Trustee under the Indenture.

     SECTION 3.02. The Successor Trustee hereby accepts its appointment as successor Trustee under the Indenture with respect to all Series of Senior Debt Securities, and accepts the rights, powers, duties and obligations of the Predecessor Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the Indenture. Pursuant to and in accordance with the provisions of Section 8.10(f) of the Indenture, the Successor Trustee shall, on behalf of the Issuer, promptly notify the holders of all Series of Senior Debt Securities of the resignation of the Predecessor Trustee as Trustee and the appointment of the Successor Trustee as successor Trustee, upon this Agreement taking effect on the date set forth in Section 4.01 below.

ARTICLE IV

MISCELLANEOUS

     SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on January 22, 2007.

     SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

     SECTION 4.03. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

     SECTION 4.04. The persons signing this Agreement on behalf of the Issuer, the Successor Trustee and the Predecessor Trustee are duly authorized to execute it on behalf of such party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder. This Agreement has been executed by the Issuer by order of the Board of Directors of the Issuer.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above written.

CENTEX CORPORATION, as Issuer
By:	/s/ Gail M. Peck
	Name:	Gail M. Peck
	Title:	Vice President and Treasurer
THE BANK OF NEW YORK TRUST COMPANY NATIONAL ASSOCIATION, as Predecessor Trustee
By:	/s/ Mauri J. Cowen
	Name:	Mauri J. Cowen
	Title:	Vice President and Trust Officer
U.S. BANK NATIONAL ASSOCIATION, as Successor Trustee
By:	/s/ Brad Hounsel
	Name:	Brad Hounsel
	Title:	Vice President

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STATE OF TEXAS	) )
COUNTY OF DALLAS	)

     This instrument was acknowledged before me on this 5th day of January, 2007 by Gail M. Peck, Vice President and Treasurer of CENTEX CORPORATION, a Nevada corporation, on behalf of said corporation.

	/s/ Candie C. Nelson
	Notary Public in and for the State of Texas
[SEAL]	Candie C. Nelson
	Printed Name of Notary Public

My commission expires:

1/18/09

STATE OF TEXAS	) )
COUNTY OF HARRIS	)

     This instrument was acknowledged before me on this 8th day of January, 2007 by Mauri J. Cowen, of THE BANK OF NEW YORK TRUST COMPANY NATIONAL ASSOCIATION, a Vice President, on behalf of said Trustee.

	/s/ Nancy K. Strangmeyer
	Notary Public in and for the State of Texas
[SEAL]	Nancy K. Strangmeyer
	Printed Name of Notary Public

My commission expires:

8/31/2007

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STATE OF TEXAS	) )
COUNTY OF DALLAS	)

     This instrument was acknowledged before me on this 5 day of January, 2007 by Brad Hounsel, Vice President of U.S. BANK NATIONAL ASSOCIATION, a national banking association, on behalf of said banking association.

	/s/ Israel A. Lugo
	Notary Public in and for the State of Texas
[SEAL]	Israel A. Lugo
	Printed Name of Notary Public

My commission expires:

01-20-2009

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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)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Israel A Lugo
U.S. Bank National Association
14241 Dallas Parkway
Dallas
(972) 458-4505
(Name, address and telephone number of agent for service)

(Issuer with respect to the Securities)

Centex Corporation	75-0778259
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2728 North Harwood
Dallas, TX	75201
(Address of Principal Executive Offices)	(Zip Code)

(Title of the Indenture Securities)

Centex Corporation
Senior Debt Securities

FORM T-1

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.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

       None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.*
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of June 30, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

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SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas, State of Texas on the 22nd of January, 2007.

By:	/s/ Israel A. Lugo Israel A. Lugo
	Vice President

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Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 22, 2007

By:	/s/ Israel A. Lugo Israel A. Lugo
	Vice President

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2006

($000’s)

	9/30/2006
Assets
Cash and Due From Depository Institutions	$	6,436,856
Securities		39,245,651
Federal Funds		3,475,844
Loans & Lease Financing Receivables		141,382,736
Fixed Assets		2,629,727
Intangible Assets		11,923,005
Other Assets		10,799,396
Total Assets	$	215,893,215
Liabilities
Deposits	$	133,945,028
Fed Funds		12,987,134
Treasury Demand Notes		0
Trading Liabilities		166,479
Other Borrowed Money		31,884,451
Acceptances		0
Subordinated Notes and Debentures		6,909,696
Other Liabilities		7,674,530
Total Liabilities	$	193,567,318
Equity
Minority Interest in Subsidiaries	$	1,044,165
Common and Preferred Stock		18,200
Surplus		11,977,237
Undivided Profits		9,286,295
Total Equity Capital	$	22,325,897
Total Liabilities and Equity Capital	$	215,893,215

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Israel A. Lugo Israel A. Lugo
	Vice President

Date: January 22, 2007.

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