8-A12B/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 8-A/A
                                (AMENDMENT NO. 1)


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                        PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                               CENTEX CORPORATION
             (Exact name of registrant as specified in its charter)



          Nevada                                      75-0778259
  (State of incorporation)              (I.R.S. employer identification number)

      2728 North Harwood Street
           Dallas, Texas                                 75201
 (Address of principal executive offices)             (Zip Code)



        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Title of each class                       Name of each exchange on which
     to be so registered                       each class is to be registered

 RIGHTS TO PURCHASE JUNIOR PARTICIPATING           NEW YORK STOCK EXCHANGE
      PREFERRED STOCK, SERIES D

         If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [x]

         If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

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         On February 18, 1999, Centex Corporation, a Nevada corporation (the
"Company"), amended the Rights Agreement dated October 2, 1996 (the "Rights
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as
rights agent, to eliminate all requirements that "Continuing Directors" (as
defined in the Rights Agreement) approve certain actions under the Rights
Agreement.

         To reflect these amendments, Items 1 and 2 of the Registration
Statement on Form 8-A filed by the Company with the Securities and Exchange
Commission on October 8, 1996 (which is incorporated herein by reference) are
hereby amended as follows:

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Item 1 of this Registration Statement is hereby amended by:

         (a) amending the fifteenth paragraph of Item 1 (which paragraph starts
with the words "At any time until fifteen days. . . .") to read in its entirety
as follows:

         "At any time until fifteen days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash or stock). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price."

         (b) deleting the sixteenth paragraph of the Exhibit (which paragraph
starts with the words "The term "Continuing Directors""); and

         (c) amending the eighteenth paragraph of the Exhibit (which paragraph
starts with the words "The terms of the Rights. . . .") to read in its entirety
as follows:

         "The terms of the Rights may be amended by the Board of Directors of
the Company in any manner prior to the Distribution Date, except for a
supplement or amendment that reduces the redemption price or provides for an
earlier expiration date for the Rights. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable."

         The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement and
Amendment No. 1 thereto.

ITEM 2.  EXHIBITS.

         Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:

         4.2 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.


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                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to
Form 8-A Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.



                              CENTEX CORPORATION




                              By: /s/ RAYMOND G. SMERGE
                                  --------------------------------------------
                                  Raymond G. Smerge, Executive Vice President,
                                  Chief Legal Officer and Secretary



Date: February 18, 1999



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                                INDEX TO EXHIBITS



           EXHIBIT                        DESCRIPTION
           -------                        -----------

                            
             4.2               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.

EX-4.2

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                                                                     EXHIBIT 4.2

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT


         This AMENDMENT NO.1, to the Rights Agreement ("Amendment No. 1") dated
as of February 18, 1999 between Centex Corporation, a Nevada corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent"),

                               W I T N E S S E T H


         WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of October 2, 1996 (the "Rights Agreement"); and

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has authorized this Amendment No. 1, which will, among
other things, eliminate all requirements that Continuing Directors (as defined
in the Rights Agreement) approve certain actions under the Agreement.

         NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

         Section 1. Certain Definitions.

         (a) Unless otherwise specifically defined herein, each term used herein
which is defined in the Rights Agreement has the meaning assigned to such term
in the Rights Agreement. Each reference to "hereof", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Rights Agreement shall, after this
Amendment No. 1 becomes effective, refer to the Rights Agreement as amended
hereby.

         (b) Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Continuing Director" contained therein.

         Section 2. Redemption and Termination. Subsection (a) of Section 23 of
the Rights Agreement is hereby amended in its entirety to read as follows:

         "(a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the fifteenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the fifteenth
day following Record Date), or (ii) the Final Expiration Date, redeem all but
not less than all the then outstanding Rights at a redemption price of $.01 per
Right, as such amount may be appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price"); and
the Company may, at its option, pay the Redemption Price either in shares of
Common Stock (based on the "current market price", as defined in Section
11(d)(i) 


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hereof, of the shares of Common Stock at the time of redemption) or
cash. Notwithstanding anything contained in this Agreement to the contrary, the
Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right of redemption hereunder
has expired."

         Section 3. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended in its entirety to read as follows:

         "Section 27. Supplements and Amendments. At any time prior to the
Distribution Date and subject to the last sentence of this Section 27, the
Company may and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement (including, without limitation, the date
on which the Distribution Date shall occur or the time during which the Rights
may be redeemed pursuant to Section 23) without the approval of any holders of
certificates representing shares of Common Stock. From and after the
Distribution Date and subject to applicable law, the Company may, and the Rights
Agent shall, if the Company so directs, supplement or amend this Agreement
without the approval of any holders of Rights Certificates in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions herein, (iii)
to shorten or lengthen any time period hereunder or (iv) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person); provided, this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights (other than an Acquiring Person or any
Affiliate or Associate of an Acquiring Person). Without limiting the foregoing,
the Company may at any time prior to the Distribution Date amend this Agreement
to lower the thresholds set forth in the definition of Acquiring Person in
Section 1 hereof to not less than the greater of (i) the sum of .001 percent and
the largest percentage of the outstanding shares of Common Stock then known by
the Company to be beneficially owned by any Person (other than the Company, a
Subsidiary of the Company, an employee benefit plan of the Company or any
Subsidiary of the Company, or any entity or Person organized, appointed or
established by the Company for or pursuant to the terms of any such plan) and
(ii) 10 percent. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made (1) which
reduces the Redemption Price (except as required hereunder by appropriate
adjustment to reflect any stock split, stock dividend or similar transaction
occurring after the date of this Agreement) or (2) provides for an earlier Final
Expiration Date."


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         Section 4. Determinations and Actions by the Board of Directors, etc.
Section 29 of the Rights Amendment is hereby amended to read in its entirety as
follows:

         "Section 29. Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act. The Board of Directors of the Company shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board to any liability to the holders of the Rights."

         Section 5. Form of Rights Certificate. Exhibit B to the Rights
Agreement is hereby amended by deleting the last sentence of the fifth paragraph
(which paragraph starts with the words "Subject to the provisions of the Rights
Agreement. . . .").

         Section 6. Summary of Rights to Purchase Preferred Stock. Exhibit C to
the Rights Agreement is hereby amended by:

         (a) amending the fifteenth paragraph of the Exhibit (which paragraph
starts with the words "At any time until fifteen days. . . .") to read in its
entirety as follows:

         "At any time until fifteen days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash or stock). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price."

         (b) deleting the sixteenth paragraph of the Exhibit (which paragraph
starts with the words "The term "Continuing Directors""); and

         (c) amending the eighteenth paragraph of the Exhibit (which paragraph
starts with the words "The terms of the Rights. . . .") to read in its entirety
as follows:


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         "The terms of the Rights may be amended by the Board of Directors of
the Company in any manner prior to the Distribution Date, except for a
supplement or amendment that reduces the redemption price or provides for an
earlier expiration date for the Rights. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable."

         Section 7. Governing Law. THIS AMENDMENT NO. 1 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER LAWS OF THE STATE OF NEVADA AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE
TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

         Section 8. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

         Section 9. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment No. 1 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment No. 1.

         Section 10. Effectiveness. This Amendment No. 1 shall become effective
upon execution by each of the parties hereto of a counterpart hereof.




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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the day and year first above
written.

                                       CENTEX CORPORATION

Attest:

By:   /s/ ELEANOR J. THOMPSON          By:   /s/ RAYMOND G. SMERGE              
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   Name:  Eleanor J. Thompson             Name:  Raymond G. Smerge            
        --------------------------             ---------------------------------
   Title: Assistant Secretary             Title: Executive Vice President, Chief
         -------------------------              --------------------------------
                                                 Legal Officer, General Counsel
                                                 and Secretary

                                       CHASEMELLON SHAREHOLDER 
                                       SERVICES, L.L.C.

Attest:

By:   /s/ DEODATT LAKERAM              By:   /s/ DAVID M. CARY
   -------------------------------        --------------------------------------
   Name:  Deodatt Lakeram                 Name:  David M. Cary
        --------------------------             ---------------------------------
   Title: Assistant Vice President        Title: Assistant Vice President
         -------------------------              --------------------------------



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