SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DECKER RICHARD C (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CENTEX CORP [ ctx ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Commercial Division
	3. Date of Earliest Transaction (Month/Day/Year) 06/04/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Warrants to Purchase Units (2)(1)(2)(3)	06/04/2003		M		0.072	A	13.375	0	D
Warrants to Purchase Units (2)	06/04/2003		S		0.072	A	78.5124	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified stock option	13.375	06/04/2003		M		0.072		07/26/1998	07/26/2006	Warrants to purchase units	0.072	$0	0.13	D

Explanation of Responses:

1. 3333 Development Corporation trades in tandem with Centex Corporation (ctx) -Pursuant to a Nominee Agreement dated November 30, 1987 (as amended, the "Nominee Agreement"), each person who is the beneficial owner of shares of Centex Corporation ("Centex") common stock is also the beneficial owner of an undivided interest in 900 warrants (the "Warrants") to purchase Class B units of limited partnership interest in Centex Development Company, L.P. ("CDC") at an exercise price of $500 per Class B unit, which Warrants are held of record by J.P. Morgan Chase Bank as successor nominee. Each beneficial owner's proportionate interest in the Warrants is equal to the number of shares of Centex common stock that he owns divided by the total number of shaes of Centex common stock outstanding from time to time.

2. continuation Footnote 1 The exercise price for the Warrants will be determined at the time they become exercisable based on the number of Warrants that are then exercisable, the manner in which the Warrants are subdivided at the discretion of the general partner of CDC and the number of shares of Cerntex common stock outstanding at that time. The Warrants will be exercisable for a 90-day period commencing on a date to be specified after their detachment. Unless sooner detached, the Warrants will be detached on November 30, 2007, unless such date is extended by a vote of the Centex stockholders. Until the Nominee Agreement is terminated with respect to the Warrants and certificates evidencing the Warrants are issued in the name of the beneficial owners thereof, Richard C. Decker has no right to obtain a certificate evidencing his beneficial interest in the Warrants or to dispose of the Warrants separate from Centex common stock.

3. -Computation set forth in this form have been made using 62,380,365 shares of Centex common stock outstanding as of the close of buisness on June 4, 2003 -All price per share information is quoted as price per share of Centex common stock. Referenced Footnotes (1) The reporting person's title is that for 3333 Development Corporation, the general partner of CDC (2) "Units" is defined as Class B Limited Partnership Units (3) Shares vest over six years at a rate of 20% per year, beginning on the second anniversary date of the date of grant

	Richard J. Ressler, POA Richard C. Decker	06/06/2003
	** Signature of Reporting Person	Date
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