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 Estimated average burden hours per response: 0.5
X	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* CENTEX CORP (Last) (First) (Middle) 2728 N. HARWOOD (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol 3333 HOLDING CORP [ CTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/29/2004
	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
Common Stock	02/29/2004		J(1)(2)		1,000	A	$618,082.44	1,000(1)(2)	I(1)(2)	As the ultimate parent company of the entity that directly owns the shares

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
Warrants to purchase Common Stock(3)	$0	02/29/2004		J(4)			100	(4)	(4)	Common Stock	100	$0(4)	0	D

Explanation of Responses:

1. Centex Corporation ("Centex") formed 3333 Acquisition Corp.("3333 Acquisition"), a wholly owned subsidiary, for the purpose of effecting a merger of 3333 Acquisition into 3333 Holding Corporation ("3333 Holding"). As a result of the merger, the outstanding shares of 3333 Holding held by public stockholders were cancelled with the payment of an amount equal to $0.01 per share of Centex common stock. By virtue of its ownership of 3333 Acquisition, Centex became the 100% record and beneficial owner of 3333 Holding at the effective time of the merger. Immediately following the 3333 Holding merger, Centex contributed to its wholly owed subsidiary as a capital contribution, Centex International, Inc. ("Centex International"), all of the shares of 3333 Holding then owned by Centex. Such subsidiary further contributed all of the shares of 3333 Holding owned by it to its wholly owned subsidiary, Centex Real Estate Corporation ("Centex Real Estate"). (continued in footnote 2)

2. As a result of these transactions, (1) Centex Real Estate is the record holder of all of the issued and outstanding shares of common stock of 3333 Holding and (2) Centex and Centex International are indirect beneficial owners of the common stock of 3333 Holding. 3333 Holding has requested that the New York Stock Exchange (the "NYSE") remove from its list the shares of 3333 Holding owned by Centex and its subsidiaries as a result of the merger. The NYSE has agreed to file a Form 25 with the Securities and Exchange Commission (the "SEC") for the purpose of removing the 3333 Holding common stock from registration pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Upon the effectiveness of such Form 25, 3333 Holding plans to file a Form 15 with the SEC for the purpose of terminating the reporting obligations of 3333 Holding under the Exchange Act.

3. Centex Corporation formerly owned a warrant to purchase shares of common stock of 3333 Holding Corporation as noted.

4. Centex Corporation?s warrant to purchase shares of common stock of 3333 Holding Corporation was disposed of pursuant to the merger described in that certain Agreement and Plan of Merger by and among Centex Corporation, 3333 Acquisition Corp., and 3333 Holding Corporation dated November 17, 2003, which caused the cancellation of the warrants. The reporting person received no consideration for the cancellation of the warrant on the effective date, February 29, 2004.

Remarks:

	/s/Raymond G. Smerge	03/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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