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

FORM 10-Q

JOINT QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended

June 30, 2001

Commission File No. 1-6776

Centex Corporation

A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000

Commission File Nos. 1-9624 and 1-9625, respectively

3333 Holding Corporation
A Nevada Corporation
Centex Development Company, L.P.
A Delaware Limited Partnership

IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6770

The registrants have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and have been subject to such filing requirements for the past 90 days.

Indicate the number of shares of each of the registrants’ classes of common stock (or other similar equity securities) outstanding as of the close of business on July 31, 2001:

Centex Corporation
3333 Holding Corporation
Centex Development Company, L.P.
Centex Development Company, L.P. Common Stock
Common Stock
Class A Units of Limited Partnership Interest
Class C Units of Limited Partnership Interest 60,687,912 shares
1,000 shares
32,260 units
185,711 units

TABLE OF CONTENTS

Centex Corporation and Subsidiaries Part I. Financial Information
	ITEM 1. Condensed Consolidated Financial Statements
		Condensed Consolidated Statements of Earnings
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II. Other Information
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures
3333 Holding Corporation and Subsidiary Centex Development Company, L.P. and Subsidiaries Part I. Financial Information
	ITEM 1. Condensed Combining Financial Statements
		Condensed Combining Statements of Operations
		Condensed Combining Balance Sheets
		Condensed Combining Statements of Cash Flows
		Notes to Condensed Combining Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II. Other Information
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures
EX-10.1 Management Agreement dated April 1, 2001
EX-10.2 Employment Agreement - Richard C. Decker

Centex Corporation and Subsidiaries
3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries

Form 10-Q Table of Contents

June 30, 2001

Centex Corporation and Subsidiaries

			Page
Part I. Financial Information
	Item 1.	Condensed Consolidated Financial Statements	1
		Condensed Consolidated Statements of Earnings for the Three Months Ended June 30, 2001	2
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2001	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		24
Part II. Other Information
	Item 6. Exhibits and Reports on Form 8-K		25
Signatures			26

i

TABLE OF CONTENTS

3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries

			Page
Part I. Financial Information
	Item 1.	Condensed Combining Financial Statements	27
		Condensed Combining Statements of Operations for the Three Months Ended June 30, 2001	28
		Condensed Combining Balance Sheets	29
		Condensed Combining Statements of Cash Flows for the Three Months Ended June 30, 2001	30
		Notes to Condensed Combining Financial Statements	31
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		40
Part II. Other Information
	Item 6. Exhibits and Reports on Form 8-K		40
Signatures			41

ii

Centex Corporation and Subsidiaries

Part I. Financial Information

Condensed Consolidated Financial Statements

ITEM 1.

      The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. References herein to “Centex” or the “Company” will include all subsidiaries of Centex Corporation, through which all operations are conducted, except where the context indicates that such reference is only to the registrant, Centex Corporation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The Company suggests that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

-1-

Centex Corporation and Subsidiaries
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

			For the Three Months Ended June 30,
			2001		2000
Revenues
	Home Building
		Conventional Homes	$	1,039,161	$	887,022
		Manufactured Homes		27,570		36,486
	Financial Services			162,593		95,909
	Construction Products			117,423		115,065
	Contracting and Construction Services			313,633		298,659
	Investment Real Estate			24,098		3,481
	Home Services			24,667		—
				1,709,145		1,436,622
Costs And Expenses
	Home Building
		Conventional Homes		941,041		814,472
		Manufactured Homes		29,126		36,583
	Financial Services			137,423		95,841
	Construction Products			104,481		78,886
	Contracting and Construction Services			306,175		292,155
	Investment Real Estate			8,843		(2,621	)
	Home Services and Other			22,749		(320	)
	Corporate General and Administrative			11,246		8,731
	Interest Expense			27,242		21,790
	Minority Interest			2,833		13,036
				1,591,159		1,358,553
Earnings Before Income Taxes				117,986		78,069
	Income Taxes			42,770		29,864
Net Earnings			$	75,216	$	48,205
Earnings Per Share
	Basic		$	1.25	$	0.82
	Diluted		$	1.22	$	0.81
Average Shares Outstanding
	Basic			60,174,973		58,803,345
	Common Share Equivalents
		Options		1,332,271		651,220
		Convertible Debenture/Restricted Stock		402,848		400,000
	Diluted			61,910,092		59,854,565
Cash Dividends Per Share			$	0.04	$	0.04
See notes to condensed consolidated financial statements.

-2-

Centex Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)

			Centex Corporation and Subsidiaries
			June 30,			March 31,
			2001*			2001**
Assets
Cash and Cash Equivalents			$	87,299		$	57,752
Restricted Cash				63,977			57,428
Receivables -
	Residential Mortgage Loans			2,444,014			1,996,746
	Other			609,684			606,069
Inventories				2,375,065			2,202,295
Investments -
	Centex Development Company, L.P.			224,016			210,807
	Joint Ventures and Other			85,711			72,035
	Unconsolidated Subsidiaries			—			—
Property and Equipment, net				737,150			729,099
Other Assets -
	Deferred Income Taxes			38,263			43,116
	Goodwill, net			356,059			323,971
	Mortgage Securitization Residual Interest			143,434			146,394
	Deferred Charges and Other			215,593			203,331
			$	7,380,265		$	6,649,043
Liabilities and Stockholders’ Equity
Accounts Payable and Accrued Liabilities			$	1,222,626		$	1,271,464
Debt -
	Non-Financial Services			1,695,550			1,464,993
	Financial Services			2,520,545			2,054,898
Payables to Affiliates				—			—
Minority Stockholders’ Interest				146,677			143,624
Stockholders’ Equity -
	Preferred Stock, Authorized 5,000,000
		Shares, None Issued		—			—
	Common Stock $.25 Par Value; Authorized 100,000,000 Shares; Issued and Outstanding 60,413,944 and 59,929,344 respectively			15,092			14,982
	Capital in Excess of Par Value			39,852			25,779
	Unamortized Value of Restricted Stock			(2,662	)		—
	Retained Earnings			1,751,200			1,678,400
	Accumulated Other Comprehensive Loss			(8,615	)		(5,097	)
Total Stockholders’ Equity				1,794,867			1,714,064
			$	7,380,265		$	6,649,043
See notes to condensed consolidated financial statements.
*   Unaudited
**   Condensed from audited financial statements.

-3-

Centex Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)

Centex Corporation						Financial Services
June 30,			March 31,			June 30,			March 31,
2001*			2001**			2001*			2001**
$	56,709		$	45,987		$	30,590		$	11,765
	4,643			5,442			59,334			51,986
	—			—			2,444,014			1,996,746
	472,281			486,816			137,403			119,253
	2,366,106			2,193,838			8,959			8,457
	224,016			210,807			—			—
	85,711			72,035			—			—
	346,901			314,868			—			—
	684,892			673,846			52,258			55,253
	2,185			12,838			36,078			30,278
	339,457			307,369			16,602			16,602
	—			—			143,434			146,394
	160,037			149,917			55,556			53,414
$	4,742,938		$	4,473,763		$	2,984,228		$	2,490,148
$	1,108,643		$	1,153,215		$	113,983		$	118,249
	1,695,550			1,464,993			—			—
	—			—			2,520,545			2,054,898
	—			—			64,992			50,072
	143,878			141,491			2,799			2,133
	—			—			—			—
	15,092			14,982			1			1
	39,852			25,779			201,944			200,467
	(2,662	)		—			—			—
	1,751,200			1,678,400			80,015			64,328
	(8,615	)		(5,097	)		(51	)		—
	1,794,867			1,714,064			281,909			264,796
$	4,742,938		$	4,473,763		$	2,984,228		$	2,490,148
In the supplemental data presented above, “Centex Corporation” represents the adding together of all subsidiaries other than those included in Financial Services. Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.

-4-

Centex Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)

			For the Three Months Ended June 30,
			2001			2000
Cash Flows — Operating Activities
	Net Earnings		$	75,216		$	48,205
	Adjustments -
		Depreciation and Amortization		21,365			13,447
		Deferred Income Taxes		3,475			519
		Equity in Earnings of Centex Development Company, L.P. and Joint Ventures		(2,660	)		(313	)
		Minority Interest, net of taxes		1,898			8,291
	Increase in Restricted Cash			(6,549	)		(8,372	)
	Increase in Receivables			(3,615	)		(26,785	)
	Increase in Residential Mortgage Loans			(447,268	)		(397,695	)
	Increase in Inventories			(168,253	)		(157,687	)
	Decrease in Payables and Accruals			(48,838	)		(83,728	)
	Increase in Other Assets			(49,282	)		(38,147	)
	Other, net			1,155			10,095
				(623,356	)		(632,170	)
Cash Flows — Investing Activities
Increase in Advances to Centex Development Company, L.P. and Joint Ventures				(28,742	)		(26,134	)
	Increase in Property and Equipment, net			(25,037	)		(19,078	)
				(53,779	)		(45,212	)
Cash Flows — Financing Activities
	Increase in Short-Term Debt, net			147,866			185,733
Non-Financial Services
		Issuance of Long-Term Debt		376,213			287,607
		Repayment of Long-Term Debt		(221,843	)		(115,117	)
Financial Services
		Issuance of Long-Term Debt		480,000			350,000
		Repayment of Long-Term Debt		(86,032	)		—
	Retirement of Common Stock			—			(784	)
	Proceeds from Stock Option Exercises and Restricted Stock Activity			11,521			1,078
	Dividends Paid			(2,416	)		(2,352	)
				705,309			706,165
Effect of Exchange Rate Changes on Cash				1,373			882
Net Increase In Cash and Cash Equivalents				29,547			29,665
Cash and Cash Equivalents At Beginning of Period				57,752			135,853
Cash and Cash Equivalents At End of Period			$	87,299		$	165,518

See notes to condensed consolidated financial statements.

-5-

Centex Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2001
(Dollars in thousands)
(unaudited)

(A)   A summary of comprehensive income for the three months ended June 30, 2001 is presented below:

Net Earnings		$	75,216
Other Comprehensive Income (Loss):
	Foreign Currency Translation Adjustments		1,373
	Unrealized Loss on Hedging Instruments		(4,891	)
Comprehensive Income		$	71,698

      The Foreign Currency Translation Adjustments are primarily the result of Centex’s investment in Centex Development Company, L.P. and its foreign subsidiaries. For additional information on Centex Development Company, L.P. and subsidiaries, see their separate financial statements included elsewhere in this Report. The Unrealized Loss on Hedging Instruments represents the deferral in Other Comprehensive Income of the unrealized loss on swap agreements designated as cash flow hedges. The accounting for interest rate swaps and other derivative financial instruments is discussed in detail in Note (G) of this Report.

(B)   A summary of changes in stockholders’ equity is presented below:

								Unamortized						Accumulated
						Capital in		Value of						Other
		Preferred		Common		Excess of		Restricted			Retained			Comprehensive
		Stock		Stock		Par Value		Stock			Earnings			(Loss) Income			Total
Balance, March 31, 2001		$	—	$	14,982	$	25,779	$	—		$	1,678,400		$	(5,097	)	$	1,714,064
	Net Earnings		—		—		—		—			75,216			—			75,216
	Issuance of Restricted Stock		—		17		2,738		(2,755	)		—			—			—
	Amortization of Restricted Stock		—		—		—		93			—			—			93
	Exercise of Stock Options		—		93		11,335		—			—			—			11,428
	Cash Dividends		—		—		—		—			(2,416	)		—			(2,416	)
	Unrealized Loss on Hedging Instruments		—		—		—		—			—			(4,891	)		(4,891	)
	Foreign Currency Translation Adjustments		—		—		—		—			—			1,373			1,373
Balance, June 30, 2001		$	—	$	15,092	$	39,852	$	(2,662	)	$	1,751,200		$	(8,615	)	$	1,794,867

-6-

(C)   In March 1987, certain of Centex’s subsidiaries contributed to Centex Development Company, L.P. (the “Partnership”), a newly-formed master limited partnership, properties in exchange for 1,000 Class A limited partnership units (“Class A Units”). The Partnership was formed to enable the stockholders of Centex to participate in long-term real estate development projects, the dynamics of which are inconsistent with Centex’s traditional financial objectives.

      The Partnership is managed by its general partner, 3333 Development Corporation (“Development”), which is in turn wholly-owned by 3333 Holding Corporation (“Holding”). Holding is a separate public company whose stock trades in tandem with Centex’s common stock. The common stock of Holding was distributed in 1987, together with warrants to purchase approximately 80% of the Partnership’s Class B limited partnership units (“Class B Units”), as a dividend to the stockholders of Centex. These securities are held by a nominee on behalf of the stockholders and will trade in tandem with the common stock of Centex until such time as they are detached. The securities may be detached at any time by Centex’s Board of Directors, but the warrants to purchase Class B Units will automatically become detached in November 2007.

      The stockholders of Centex elect the four-person Board of Directors of Holding. Three of the Board members, representing the majority of the Board, are independent outside directors who are not directors, affiliates, or employees of Centex. Thus, through Holding, the stockholders of Centex control the general partner of the Partnership. The general partner and the independent Board of Holding manage how the Partnership conducts its activities, including the acquisition, development, maintenance, operation, and sale of properties. The general partner, acting on behalf of the Partnership, may sell or acquire properties, including the contributed property, and enter into other business transactions without the consent of the limited partners. In addition, the limited partners cannot remove the general partner. The Company accounts for its limited partner investment in the Partnership on the equity method of accounting because the Company does not control the Partnership.

      During fiscal year 1998, the agreement governing the Partnership was amended to allow for the issuance of Class C limited partnership units (“Class C Units”). During fiscal 1998, the 1,000 outstanding Class A Units owned by Centex were converted to 32,260 new Class A Units. As of June 30, 2001, 185,711 Class C Units had been issued in exchange for assets, including cash and land, with a fair market value of $185.7 million. These assets were recorded by the Partnership at fair market value. The partnership agreement provides that Centex, as the Class A and Class C limited partner, is entitled to a cumulative preferred return of 9% per annum on the average outstanding balance of its Unrecovered Capital, which is defined as its capital contributions, adjusted for cash or other distributions representing return of capital contributions. As of June 30, 2001, Unrecovered Capital totaled $218.5 million, and preference payments in arrears amounted to $26.0 million. No preference payments have been made since fiscal 1998.

      Supplementary condensed combined financial statements for Centex and subsidiaries, Holding and subsidiary and the Partnership and subsidiaries are set forth below. For additional information on Holding and subsidiary and the Partnership and subsidiaries, see their separate financial statements and related footnotes included elsewhere in this Report.

-7-

Supplementary Condensed Combined Balance Sheets

		June 30,		March 31,
		2001		2001*
Assets
	Cash and Cash Equivalents	$	97,211	$	60,786
	Restricted Cash		63,977		57,428
	Receivables		3,058,298		2,613,035
	Inventories		2,853,351		2,629,733
	Investments in Joint Ventures and Other		86,727		72,679
	Property and Equipment, net		740,783		732,490
	Other Assets		798,587		757,882
		$	7,698,934	$	6,924,033
Liabilities And Stockholders’ Equity
	Accounts Payable and Accrued Liabilities	$	1,304,654	$	1,352,467
	Short-term Debt		787,896		602,185
	Long-term Debt		3,664,445		3,111,607
	Minority Stockholders’ Interest		147,072		143,710
	Stockholders’ Equity		1,794,867		1,714,064
		$	7,698,934	$	6,924,033

      *   Condensed from audited financial statements.

Supplementary Condensed Combined Statements of Earnings

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	1,789,975		$	1,507,364
Costs and Expenses		1,671,698			1,428,649
Earnings Before Income Taxes		118,277			78,715
Income Taxes		43,061			30,510
Net Earnings		75,216			48,205
Other Comprehensive Loss		(3,518	)		(270	)
Comprehensive Income	$	71,698		$	47,935

(D)   The Company’s home building activities include: the acquisition of raw and semi-developed land; the planning, supervision and funding of subcontractors’ activities to complete development of that land primarily into single-family home sites; and the construction of homes on those sites for sale to individual home purchasers. The Company conducts its land acquisition and development activities directly and through its participation in joint ventures in which the Company holds less than a majority interest.

-8-

      The Company has paid $61 million as options toward the purchase of undeveloped land and developed lots having a total purchase price of approximately $1.6 billion in order to ensure the future availability of land for home building. These options expire at various dates through the year 2007. The Company has also committed to purchase land and developed lots totaling approximately $1.8 million.

(E)   Interest expenses relating to the Financial Services segments are included in its costs and expenses. Interest related to segments other than Financial Services is included as interest expense. For the three months ending June 30, 2001, $10.4 million of interest costs were capitalized to qualifying assets, principally within the Home Building segment, and $6.4 million of previously capitalized interest was charged to interest expense.

	For the Three Months Ended
	June 30,
	2001			2000
Total Interest Incurred	$	67,167		$	33,898
Capitalized Interest, net		(3,992	)		—
Less — Financial Services		(35,933	)		(12,108	)
Interest Expense, net	$	27,242		$	21,790

(F)   The Company operates in six principal business segments: Home Building, Financial Services, Construction Products, Contracting and Construction Services, Investment Real Estate, and Home Services and Other. These segments operate primarily in the United States, and their markets are nationwide. Revenues from any one customer are not significant to the Company.

      Intersegment revenues and investments in joint ventures are not material and are not shown in the following tables. The investment in the Partnership (approximately $224 million) is included in the Investment Real Estate segment.

      The following tables set forth financial information relating to the business segments.

HOME BUILDING

Conventional Homes

      Conventional Homes operations involve the purchase and development of land or lots as well as the construction and sale of single-family homes.

	For the Three Months Ended June 30,
	2001			2000
	(Dollars in millions)
Revenues	$	1,039.2		$	887.0
Cost of Sales		(772.4	)		(679.5	)
Selling, General & Administrative Expenses		(168.7	)		(135.0	)
Operating Earnings	$	98.1		$	72.5

-9-

Manufactured Homes

      Manufactured Homes operations involve the construction in factories of single-family homes and, to a lesser degree, commercial structures and the sale of these products through a network of company-owned and independent dealers.

	For the Three Months Ended
	June 30,
	2001			2000
	(Dollars in millions)
Revenues	$	27.6		$	36.5
Cost of Sales		(23.4	)		(29.3	)
Selling, General & Administrative Expenses		(5.8	)		(7.3	)
Operating Loss	$	(1.6	)	$	(0.1	)

FINANCIAL SERVICES

      Financial Services operations consist primarily of home financing, home equity and sub-prime lending, and the sale of title and other insurance coverages. These activities include mortgage origination and other related services for homes sold by Centex subsidiaries and by others.

	For the Three Months Ended
	June 30,
	2001			2000
	(Dollars in millions)
Revenues*	$	162.6		$	95.9
Selling, General & Administrative Expenses		(101.5	)		(83.7	)
Interest Expense		(35.9	)		(12.1	)
Operating Earnings	$	25.2		$	0.1

*  Financial Services revenues include interest income of $52.6 million and $16.1 million for the three months ended June 30, 2001 and 2000, respectively.

-10-

CONSTRUCTION PRODUCTS

      Construction Products operations involve the manufacture, production, distribution, and sale of cement, gypsum wallboard, recycled paperboard, aggregates, and readymix concrete.

	For the Three Months Ended
	June 30,
	2001			2000
	(Dollars in millions)
Revenues	$	117.4		$	115.0
Cost of Sales		(103.3	)		(77.2	)
Selling, General & Administrative Expenses		(1.2	)		(1.7	)
Operating Earnings		12.9			36.1
Minority Interest*		(2.8	)		(13.0	)
Net Operating Earnings to Centex	$	10.1		$	23.1

      *   Minority interest includes interest expense, which is significantly higher in fiscal 2001.

      Centex’s ownership interest in Construction Products was 65.2% as of June 30, 2001 and 64.4% as of June 30, 2000.

CONTRACTING AND CONSTRUCTION SERVICES

      Contracting and Construction Services operations involve the construction of buildings for both private and government interests, including (among others) office, commercial and industrial buildings, hospitals, hotels, museums, libraries, airport facilities, and educational institutions. As this segment generates significant positive cash flow (payables and accruals consistently exceed identifiable assets), intercompany interest income (credited at the prime rate in effect) is reflected in this segment; however, this amount is eliminated in consolidation.

	For the Three Months Ended
	June 30,
	2001			2000
	(Dollars in millions)
Revenues	$	313.6		$	298.7
Construction Contract Costs		(291.0	)		(279.2	)
Selling, General & Administrative Expenses		(15.1	)		(13.0	)
Operating Income, as reported		7.5			6.5
Intercompany Interest Income		2.1			2.3
Total Economic Return	$	9.6		$	8.8

-11-

INVESTMENT REAL ESTATE

      Investment Real Estate operations involve the acquisition, development, and sale of land, primarily for industrial, office, multi-family, retail, and mixed-use projects, and investments in other real estate operations.

	For the Three Months Ended
	June 30,
	2001			2000
	(Dollars in millions)
Revenues	$	24.1		$	3.5
Cost of Sales		(5.2	)		(0.3	)
Selling, General & Administrative Expenses		(3.6	)		(1.1	)
Negative Goodwill Amortization		—			4.0
Operating Earnings	$	15.3		$	6.1

HOME SERVICES AND OTHER

      Home Services operations include pest management, electronic security, structured wiring, and chemical lawn care.

	For the Three Months Ended
		June 30,
		2001
	(Dollars in millions)
Revenues		$	24.7
Cost of Sales			(9.2	)
Selling, General & Administrative Expenses			(13.6	)
Operating Earnings		$	1.9	*

*  Before fiscal 2002, revenues and operating expenses of the Home Services and Other segment were reflected on a net basis, as this segment was not considered material for purposes of segment reporting. Operating earnings for the three months ended June 30, 2000 were $0.3 million.

-12-

(G)   The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities”, on April 1, 2001. This statement requires that derivatives be recognized as either assets or liabilities in the balance sheet and that those instruments be measured at fair value. The accounting for the gain or loss resulting from the change in fair value depends on the intended use of the derivative. For a derivative used to hedge changes in fair value of a recognized asset or liability or an unrecognized firm commitment, the gain or loss on the derivative will be recognized in earnings along with the offsetting loss or gain on the hedged item. This results in earnings recognition only to the extent that the hedge is ineffective in achieving offsetting changes in fair value. For a derivative used to hedge changes in cash flows, the gain or loss on the effective portion of the derivative will be deferred and reported as accumulated other comprehensive income until such time as the hedged transaction affects earnings. For derivative instruments not accounted for as hedges, changes in fair value are required to be recognized in earnings. The effect of the adoption of SFAS No. 133 on the Company's operating earnings was not significant.

      The Company has various interest rate swap agreements which effectively fix the variable interest rate on approximately $378 million of outstanding debt. The swap agreements have been designated as cash flow hedges and, accordingly, are reflected at their fair value in Other Assets in the condensed consolidated balance sheets. The related loss is deferred in stockholders’ equity as Accumulated Other Comprehensive Loss. The Company accounts for its interest rate swaps using the shortcut method, as described in SFAS No. 133. Amounts to be received or paid as a result of the swap agreements are recognized as adjustments to interest incurred on the related debt instrument. Subsequent to the Company's adoption of SFAS No. 133 through June 30, 2001, the liability and accumulated other comprehensive loss was $4.9 million.

      Financial Services, in the normal course of business, uses derivative financial instruments to reduce its exposure to fluctuations in interest rates. CTX Mortgage Company enters into interest rate lock commitments (“IRLCs”) with its customers under which CTX Mortgage Company agrees to make mortgage loans at agreed upon rates within a period of time, generally from 10 to 60 days, if certain conditions are met within the terms of the IRLCs. These IRLCs are derivative instruments. CTX Mortgage Company also executes mandatory forward trades of mortgage loans to hedge the risk of fluctuations in value of these IRLCs and of mortgage loans. The gain resulting from the net change in the estimated fair value of such mandatory forward trades and IRLCs was $1.5 million for the quarter ended June 30, 2001, and is reflected in the accompanying condensed consolidated statements of earnings.

      From time to time, Centex Home Equity Corporation uses interest rate swaps to hedge the market risk associated with the carrying of mortgages in anticipation of issuance of securitization debt to finance subprime mortgages. At June 30, 2001, there were no such interest rate swaps outstanding.

(H)   In July 2001, the Financial Accounting Standards Board issued new Statements, SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”, which the Company has elected to adopt effective April 1, 2001. SFAS No. 141 requires all business combinations to be accounted for using the purchase method and requires acquired intangible assets to be recognized as assets apart from goodwill if certain criteria are met. SFAS No. 142 provides guidance on accounting for intangible assets and eliminates the amortization of goodwill and certain identifiable intangible assets. Under the provisions of SFAS No. 142, intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually at the reporting unit level using a two step impairment assessment. Impairment testing must be performed more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company is in the process of completing the first step, which tests for potential impairment by determining whether the carrying amount of a reporting unit exceeds its fair value.

-13-

This step must be completed within six months of adoption. If an impairment is identified, the second step of the goodwill impairment test, which measures the amount of impairment loss, if any, will be performed. If required, this step must be performed within a year of adoption.

      The pro forma adoption of SFAS No. 142 for the three months ended June 30, 2000, which included amortization of goodwill and negative goodwill, would have resulted in a decrease in net earnings of $981 thousand and a decrease of $.02 in both basic and diluted earnings per share. Identifiable intangible assets, other than goodwill, are immaterial. Goodwill was $356.1 million at June 30, 2001 and $324.0 million at March 31, 2001. The increase relates to acquisitions made in the first quarter of fiscal 2002.

(I)   SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” was issued in September 2000. This statement replaces SFAS No. 125, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but carries most of SFAS No. 125’s provisions without reconsideration. The implementation of SFAS No. 140 on April 1, 2001 did not have a material impact on the Company’s results of operations or financial position.

(J)   Certain prior year balances have been reclassified to be consistent with the June 30, 2001 presentation.

-14-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS

      Centex’s consolidated revenues for the three months ended June 30, 2001 were $1.7 billion, a 19% increase over $1.4 billion for the same period last year. Earnings before income taxes were $118.0 million, 51% higher than $78.1 million last year. Net earnings for the three months ended June 30, 2001 were $75.2 million, 56% higher than $48.2 million for the same period last year.

HOME BUILDING

Conventional Homes

      The following summarizes Conventional Homes’ results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions, except per unit data):

		For the Three Months Ended June 30,
		2001					2000
Revenues		$	1,039.2		100.0	%		$	887.0		100.0	%
Cost of Sales			(772.4	)	(74.4	)%			(679.5	)	(76.6	)%
Selling, General & Administrative Expenses			(168.7	)	(16.2	)%			(135.0	)	(15.2	)%
Operating Earnings		$	98.1		9.4	%		$	72.5		8.2	%
Units Closed			4,850						4,408
	% Change		10.0	%					12.0	%
Unit Sales Price		$	210,754					$	196,314
	% Change		7.4	%					4.1	%
Operating Earnings Per Unit		$	20,231					$	16,459
	% Change		22.9	%					9.5	%
Backlog Units			10,152						8,707
	% Change		16.6	%					14.4	%

      Conventional Homes’ revenues for the three months ended June 30, 2001 increased by $152.2 million from revenues for the same period last year. This improvement resulted from an increased number of operating neighborhoods along with an increase in units per neighborhood, and a higher average unit selling price compared to the fiscal 2001 per-unit sales price.

      Operating earnings for the three months ended June 30, 2001 were 9.4% of revenue and approximately $20,231 on a per-unit basis compared to operating earnings of 8.2% of revenue and approximately $16,459 on a per-unit basis for the same period last year. The operating earnings increase was primarily attributable to sales price increases and continued cost reductions due to lower raw material prices and process improvements.

      Home sales (orders) totaled 5,658 units during the three months ended June 30, 2001, compared to 5,537 units during the same period last year, representing a 2.2% increase. The backlog of homes sold but not closed at June 30, 2001 was 10,152 units, 16.6% more than the 8,707 units for the same period last year.

-15-

Manufactured Homes

      The following summarizes Manufactured Homes’ results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions):

	For the Three Months Ended June 30,
	2001					2000
Revenues	$	27.6		100.0	%		$	36.5		100.0	%
Cost of Sales		(23.4	)	(84.7	)%			(29.3	)	(80.4	)%
Selling, General & Administrative		(5.8	)	(20.9	)%			(7.3	)	(19.9	)%
Operating Loss	$	(1.6	)	(5.6	)%		$	(0.1	)	(0.3	)%
Units sold		874						1,226

      Manufactured Homes currently operates three manufacturing plants in the Phoenix, Arizona area and 26 retail locations. As a consequence of an oversupply of homes in the total industry distribution pipeline and the reduced availability and higher cost of financing for purchasers of manufactured homes, Manufactured Homes’ construction sales and retail sales declined from the same period last year. In response, management idled its New Mexico and Texas plants last year, and slowed production in its other plants until the return of more favorable market conditions.

FINANCIAL SERVICES

      The following summarizes Financial Services’ results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions):

			For the Three Months Ended
			June 30,
			2001		2000
Revenues			$	162.6	$	95.9
Operating Earnings			$	25.2	$	0.1
Origination Volume			$	3,719	$	2,379
Number of Loans Originated
	CTX Mortgage Company
		Centex-built Homes (“Builder”)		3,182		2,466
		Non-Centex-built Homes (“Retail”)		18,110		11,699
				21,292		14,165
	Centex Home Equity Corporation			6,808		6,429
				28,100		20,594

      Financial Services’ operating earnings for the three months ended June 30, 2001 were $25.2 million compared to $0.1 million for the same period last year, due primarily to results from CTX Mortgage Company, which benefitted from a significant increase in mortgage refinancings. Financial Services’ revenues for the first quarter of fiscal 2002 increased $66.7 million, or 70%, from the same period last year.

-16-

      CTX Mortgage Company and related companies (“CTX Mortgage”) had operating earnings totaling $24.7 million for the three months ended June 30, 2001 compared to operating earnings of $5.2 million for the same period last year. The increase in CTX Mortgage’s operating earnings is primarily due to lower interest rates in the first quarter of fiscal 2002 compared to the same period last year, which has resulted in a significant increase in mortgage refinancings. Originations for the three months ended June 30, 2001 totaled 21,292 compared to 14,165 originations in the same period last year. The per-loan profit for the three months ended June 30, 2001 was $1,189, 224% higher than $367 for the same period last year. CTX Mortgage’s total mortgage applications for the three months ended June 30, 2001 increased 39% to 22,016 from 15,828 applications for the same period last year.

      Centex Home Equity Corporation and related companies (“Home Equity”) returned to profitability after having begun to account for its securitizations completed subsequent to March 31, 2000 as borrowings rather than as sales (as discussed further below), reporting operating earnings of $433 thousand for the quarter ended June 30, 2001 compared to an operating loss of $5.1 million for the same period last year.

      Home Equity’s originations for the three months ended June 30, 2001 were 6,808, a 6% increase over 6,429 originations for the same period last year. Loan volume for the three months ended June 30, 2001 was $503.9 million, a 27% improvement over $395.7 million in volume in the same period last year. Loan volume for the three months ended June 30, 2001 was favorably impacted by an increase in average loan size to $74 thousand from $62 thousand. Home Equity’s mortgage applications totaled 41,074 for the quarter ended June 30, 2001, an increase of 9% over the 37,653 applications for the same period last year.

      Substantially all of the mortgage loans produced by Home Equity are securitized, generally on a quarterly basis. As a result of increased loan volume during the quarter ended June 30, 2001, Home Equity completed $480 million in loan securitizations, compared to $350 million of loan securitizations during the same period last year. Home Equity retains the servicing rights associated with these securitized loans and is the long-term servicer of these loans. At June 30, 2001, Home Equity’s servicing portfolio consisted of 52,804 loans totaling $3.55 billion, compared to 36,484 loans totaling $2.34 billion at June 30, 2000. Service fee income related to this long-term servicing was $8.5 million in the three months ended June 30, 2001, a 67% increase from the $5.1 million in the same period last year.

      Home Equity’s securitizations entered into prior to March 31, 2000 were structured in a manner that caused them to be accounted for as sales. The resulting gains on such sales were reported as revenues during the month in which the securitizations closed. Home Equity changed the structure for securitizations occurring subsequent to March 31, 2000, such that securitizations after that date are being accounted for as borrowings. Although the change in structure of the securitizations resulting in the transaction being accounted for as borrowings will have no effect on the profit recognized over the life of the mortgages, the change does affect the timing of profit recognition. The transaction structure requires that loan originations be reflected as loans receivable on the Company’s balance sheets and the interest income and interest expense associated with this loan portfolio be reflected on the Company’s income statements. Consequently, net interest income, rather than gain on sale of loans, as in past years, will be Home Equity’s primary source of operating income. Primarily as a result of this change, Home Equity’s interest income increased 330% in the first quarter of fiscal 2002 to $47.7 million from $11.1 million for last year, and interest expense for the first quarter of fiscal 2002 was $31.6 million, a 327% increase from $7.4 million for the first quarter of last fiscal year. Therefore, Home Equity’s net interest income increased 335% in the first quarter of fiscal 2002 to $16.1 million from $3.7 million for the same period last year.

-17-

      The Financial Services segment also has other sources of income that include, among other things, loan origination fees, servicing fee income, title policy fees and insurance commissions, mortgage loan broker fees, and fees for mortgage loan quality control and processing services. In addition, the United Kingdom mortgage operation, which was formed in fiscal 2001, incurred start-up costs of $572,000 for the first quarter of fiscal 2002.

CONSTRUCTION PRODUCTS

      The following summarizes Construction Products’ results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions):

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	117.4		$	115.0
Interest Income		1.0			1.7
Cost of Sales		(104.3	)		(78.9	)
Selling, General & Administrative Expenses		(1.2	)		(1.7	)
Operating Earnings		12.9			36.1
Minority Interest*		(2.8	)		(13.0	)
Net Operating Earnings to Centex	$	10.1		$	23.1
* Minority interest includes interest expense, which is significantly higher in fiscal 2001.

      Construction Products’ revenues were $117.4 million for the three months ended June 30, 2001, a 2% increase from the same period last year. For the three months ended June 30, 2001, Construction Products’ operating earnings, net of minority interest, were $10.1 million, a 56% decrease from the $23.1 million reported for the same period last year. Construction Products’ results for the three month period ending June 30, 2001 include the November 2000 strategic assets purchase of recycled paperboard and wallboard operations. These results were negatively impacted due to a 55% drop in gypsum wallboard pricing.

CONTRACTING AND CONSTRUCTION SERVICES

      The following summarizes Contracting and Construction Services’ results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions):

	For the Three Months Ended
	June 30,
	2001		2000
Revenues	$	313.6	$	298.7
Operating Earnings	$	7.5	$	6.5
New Contracts Executed	$	391	$	303
Backlog of Uncompleted Contracts	$	2,099	$	1,387

-18-

      Contracting and Construction Services’ revenues for the three months ended June 30, 2001 were $313.6 million. Operating earnings for the group improved 15% to $7.5 million for the three months ended June 30, 2001 over the same period last year. This increase was primarily the result of a continuing shift in recent years to higher-margin private negotiated projects from lower-margin public bid work.

      The Contracting and Construction Services operations provided a positive average net cash flow in excess of Centex’s investment in the group of $110.5 million for the three months ended June 30, 2001 and $96.8 million for the same period last year.

INVESTMENT REAL ESTATE

      The following summarizes Investment Real Estate’s results for the three months ended June 30, 2001 compared to the same period last year (dollars in millions):

	For the Three Months Ended
	June 30,
	2001		2000
Revenues	$	24.1	$	3.5
Operating Earnings	$	15.3	$	6.1

      For the three months ended June 30, 2001, Centex’s Investment Real Estate operations, through which all investment property transactions are reported, had operating earnings of $15.3 million, 150% higher than $6.1 million for the same period a year ago. The timing of land sales is uncertain and can vary significantly from period to period.

      Negative goodwill amortization was zero and $4 million for the three months ended June 30, 2001 and 2000, respectively.

      A significant portion of Investment Real Estate’s revenues and operating earnings is derived from its investment in the Partnership. As noted in Note C to the condensed consolidated financial statements, this investment is accounted for on the equity method of accounting because Investment Real Estate does not control the Partnership. The largest component of the Partnership is its International Home Building segment, which operates through Fairclough Homes Group Limited (“Fairclough”), a London, England-based home builder. Investment Real Estate’s investment in Fairclough resulted in operating earnings of $2.4 million for the three months ended June 30, 2001. Fairclough closed 299 units at an average sales price per unit of $188,000 and had operating earnings per unit of $8,000 for the three months ended June 30, 2001.

-19-

HOME SERVICES AND OTHER

      The following summarizes Home Services and Other’s results for the three months ended June 30, 2001 (dollars in millions):

	For the Three Months Ended
		June 30,
		2001
Revenues		$	24.7
Operating Earnings		$	1.9

      Before fiscal 2002, revenues and operating expenses of the Home Services and Other segment were reflected on a net basis, as this segment was not considered material for purposes of segment reporting. Operating earnings for the three months ended June 30, 2001 were $1.9 million compared to $0.3 million for the same period last year. This increase is primarily the result of increased revenue and margin from internal growth and acquisitions.

FINANCIAL CONDITION AND LIQUIDITY

      At June 30, 2001, the Company had cash and cash equivalents of $151.3 million, including $64.0 million of restricted cash and $21.8 million belonging to the Company’s 65.2%-owned Construction Products subsidiary. The net cash used in or provided by the operating, investing, and financing activities for the three months ended June 30, 2001 and 2000 is summarized below (dollars in thousands):

			For the Three Months Ended
			June 30,
			2001			2000
Net cash provided by (used in)
	Traditional Operations*
		Operating Activities	$	(162,632	)	$	(180,832	)
		Investing Activities		(53,408	)		(42,895	)
		Financing Activities		226,742			240,326
				10,702			16,599
	Financial Services
		Operating Activities		(460,724	)		(451,338	)
		Investing Activities		(371	)		(2,317	)
		Financing Activities		478,567			465,839
				17,472			12,184
	Effect of exchange rates on cash			1,373			882
Net increase in cash			$	29,547		$	29,665

*  Traditional operations is the combining of all subsidiaries other than those included in the Financial Services business segment.

-20-

      For the first three months of fiscal 2002, cash was used in Traditional Operations – Operating Activities to finance increases in housing inventories. The increase in housing inventories relates to the increased level of sales and resulting units under construction during the year and to the acquisition of land for development. The funds provided by Traditional Operations – Financing Activities included new debt used to fund the increased home building activity.

      For the first three months of fiscal 2002, cash was used in Financial Services – Operating Activities to finance increases in residential mortgage loans. The funds provided by Financial Services – Financing Activities included new debt used to fund the increased residential mortgage loan activity.

      Short-term debt as of June 30, 2001 was $627 million, which included $550.7 million of debt applicable to the Financial Services operation (see below). Excluding Financial Services and Construction Products, the Company’s short-term borrowings are generally financed at prevailing market interest rates from the Company’s commercial paper programs and from uncommitted bank facilities. In August 2000, the Company entered into a $600 million committed multi-bank revolving credit facility expiring in 2005 which serves as backup for commercial paper borrowings. Construction Products has a $325 million senior revolving credit facility, expiring in November 2003, which was reduced to $275 million in July 2001, under which $259.8 million had been borrowed at June 30, 2001. In June 2001, Construction Products entered into an annually renewable committed $50 million trade receivable financing through a bank multi-seller commercial paper conduit. At June 30, 2001 $26.2 million was outstanding. These Construction Products facilities have no recourse to Centex Corporation.

      The Financial Services segment obtains most of its own short-term liquidity needs through separate facilities which require only limited support from Centex Corporation. CTX Mortgage sells, at closing, substantially all of its Conforming, Jumbo A, and GNMA eligible mortgages to Harwood Street Funding I, LLC (“HSF-I”) under a revolving sales agreement. HSF-I, an unaffiliated special purpose entity, acquires and then resells mortgages originated by CTX Mortgage into secondary markets. Under the sales agreement between CTX Mortgage and HSF-I, which expires in November 2004 with certain renewal options, CTX Mortgage is not required to sell its mortgage loans to HSF-I; however, HSF-I has committed to purchase all eligible loans offered by CTX Mortgage. This arrangement gives CTX Mortgage daily access, on a revolving basis, to HSF-I’s $1.5 billion of capacity. CTX Mortgage also maintains $150 million of committed secured mortgage warehouse facilities to finance mortgages not sold to HSF-I. At June 30, 2001, CTX Mortgage had borrowed $100 million under these facilities.

      In addition, the various consolidated joint ventures, of which CTX Mortgage is the managing general partner, maintain, in the aggregate, $40 million of secured committed mortgage warehouse facilities with no recourse to Centex Corporation or Financial Services, to finance mortgages. At June 30, 2001, these joint ventures had borrowed a total of $13.1 million under these facilities.

      Home Equity finances its inventory of mortgage loans through Harwood Street Funding II, LLC (“HSF-II”) under a revolving sales agreement. HSF-II, a wholly-owned special purpose entity, finances mortgages originated or acquired by Home Equity and then resells them into the secondary market or into securitization structures. Under the sales agreement between Home Equity and HSF-II, Home Equity is not required to sell its mortgage loans to HSF-II; however, HSF-II has committed to purchase all eligible loans offered by Home Equity. This arrangement gives Home Equity daily access, on a revolving basis, to HSF-II’s $550 million of capacity. HSF-II obtains funds through the sale by it in the capital markets of five-year subordinated notes and short-term secured liquidity notes. At June 30, 2001,

-21-

HSF-II had outstanding $27.5 million of subordinated notes and $186 million of secured liquidity notes, which are included in Financial Services debt in the accompanying consolidated balance sheets. Home Equity continues to service the loans acquired by HSF-II. Home Equity also has $325 million of committed secured mortgage warehouse facilities, expiring through March 2002, to finance sub-prime mortgages not financed by HSF-II. There were no borrowings outstanding under these facilities at June 30, 2001.

      Financial Services also maintains a $90 million uncommitted unsecured credit facility under which it can borrow and, in turn, allocate such borrowed funds to its CTX Mortgage, Home Equity, and other subsidiaries. At June 30, 2001, Financial Services had borrowed $90 million under this facility; $45 million of such borrowings were allocated to CTX Mortgage and $45 million to Home Equity. All borrowings under this unsecured facility are guaranteed by Centex Corporation.

      CTX Mortgage and Home Equity share a $175 million uncommitted secured credit facility to finance mortgage inventory. At June 30, 2001, CTX Mortgage had borrowed $64.5 million and Home Equity had borrowed $5.7 million under this facility. This facility has limited recourse to Centex Corporation.

      In addition, Centex Corporation and Financial Services share a $125 million uncommited unsecured credit facility. At June 30, 2001, CTX Mortgage had borrowed $57 million, Home Equity had borrowed $34.5 million, and Centex Corporation had no borrowings under this facility.

-22-

      Debt outstanding as of June 30, 2001 was as follows (dollars in thousands):

Non-Financial Services:
	Short-Term Notes Payable		$	76,187
	Senior Debt:
		Medium-Term Note Programs, 5.28% to 7.95%, due through 2007		506,499
		Long-Term Notes, 6.40% to 9.75%, due through 2011		614,946
		Other Indebtedness, weighted-average 5.52%, due through 2027		298,522
	Subordinated Debt:
		Subordinated Debentures, 7.38%, due in 2006		99,808
		Subordinated Debentures, 8.75%, due in 2007		99,588
				1,695,550
Financial Services:
	Short-Term Bank Notes Payable			174,773
	Secured Liquidity Notes			186,036
	Other Short-Term Debt			189,900
	Home Equity Loans Asset-backed Certificates, 4.21% to 7.81%, due through 2032			480,000
	Home Equity Loans Asset-backed Certificates, 4.04% to 8.48%, due through 2031			285,111
	Home Equity Loans Asset-backed Certificates, 4.04% to 7.99%, due through 2030			348,806
	Home Equity Loans Asset-backed Certificates, 4.05% to 7.17%, due through 2031			369,826
	Home Equity Loans Asset-backed Certificates, 4.04% to 6.80%, due through 2031			458,593
	Home Equity Loans Asset-backed Subordinated Note, 5.51% due 2006			27,500
				2,520,545
Total			$	4,216,095

      Maturities of non-financial services long-term debt (in thousands), during the next five fiscal years are: 2002, $347,596; 2003, $69,919; 2004, $268,666; 2005, $236; 2006, $324,976; and $607,970 thereafter.

      Financial Services debt related to securitized residential mortgage loans structured as collateralized borrowings was $2.0 billion at June 30, 2001. The principal and interest on these notes are paid using the cash flow from the underlying residential mortgage loans, which serve as collateral for the debt. Accordingly, the timing of the principal payments on these notes is dependent on the payment received on the underlying residential mortgage loans. The expected maturities of this component of long-term debt (in thousands) based on contractual maturities adjusted for projected repayments and prepayments of principal during the next five fiscal years are: 2002, $416,000; 2003, $397,537; 2004, $287,427; 2005, $209,560; 2006, $187,587; and $471,725 thereafter.

-23-

FORWARD-LOOKING STATEMENTS

      The Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Other Developments and Outlook and other sections of this report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance and results of operations include the following: general economic conditions and interest rates; the cyclical and seasonal nature of the Company’s businesses; adverse weather; changes in property taxes and energy costs; changes in federal income tax laws and federal mortgage financing programs; governmental regulations; changes in governmental and public policy; changes in economic conditions specific to any one or more of the Company’s markets and businesses; competition; availability of raw materials; and unexpected operations difficulties. Other risks and uncertainties may also affect the outcome of the Company’s actual performance and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to market risks related to fluctuations in interest rates on its direct debt obligations, on mortgage loans receivable, residual interest in mortgage securitizations, and securitizations classified as debt. The Company utilizes derivative instruments, including interest rate swaps, in conjunction with its overall strategy to manage the debt outstanding that is subject to changes in interest rates. The Company utilizes forward sale commitments to mitigate the risk associated with the majority of its mortgage loan portfolio. Other than the forward commitments and interest rate swaps discussed earlier, the Company does not utilize forward or option contracts on foreign currencies or commodities, or other types of derivative financial instruments.

      There have been no material changes in the Company’s market risk from March 31, 2001. For further information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.

-24-

Part II. Other Information

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1)	Exhibits
	None
(2)	Reports on Form 8-K
	Current Report on Form 8-K of Centex Corporation dated April 25, 2001, filed with the SEC on April 26, 2001.
	Current Report on Form 8-K of Centex Corporation dated June 19, 2001, and filed with the SEC on June 22, 2001.

-25-

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 thereunto duly authorized.

	CENTEX CORPORATION
	Registrant
August 13, 2001	/s/ Leldon E. Echols
	Leldon E. Echols
	Executive Vice President and
	Chief Financial Officer
	(principal financial officer)
August 13, 2001	/s/ Mark A. Blinn
	Mark A. Blinn
	Vice President — Controller and
	Financial Strategy
	(chief accounting officer)

-26-

3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries

Part I. Financial Information

Condensed Combining Financial Statements

ITEM 1.

      The condensed combining financial statements include the accounts of 3333 Holding Corporation (“Holding”) and subsidiary and Centex Development Company, L.P. (the “Partnership”) and subsidiaries (collectively the “Companies”), and have been prepared by the Companies, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Companies believe that the disclosures are adequate to make the information presented not misleading. The Companies suggest that these condensed combining financial statements be read in conjunction with the financial statements and the notes thereto included in the Companies’ latest Annual Report on Form 10-K. In the opinion of the Companies, all adjustments necessary to present fairly the information in the following condensed combining financial statements of the Companies have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

-27-

3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Statements of Operations
(Dollars in thousands, except per unit/share data)
(unaudited)

	For the Three Months Ended June 30,
	2001						2000
			Centex						Centex
			Development						Development
			Company, L.P.		3333 Holding				Company, L.P.		3333 Holding
			and		Corporation				and		Corporation
	Combined		Subsidiaries		and Subsidiary		Combined		Subsidiaries		and Subsidiary
Revenues	$	83,955	$	83,345	$	660	$	71,117	$	71,116	$	1
Costs and Expenses		80,589		80,555		84		70,070		69,965		105
Earnings (Loss) Before Income Taxes		3,366		2,790		576		1,047		1,151		(104	)
Income Taxes		291		291		—		646		646		—
Net Earnings (Loss)	$	3,075	$	2,499	$	576	$	401	$	505	$	(104	)
Net Earnings Allocable to Limited Partners			$	2,499					$	505
Earnings (Loss) Per Unit/Share			$	13.79	$	576			$	7.49	$	(104	)
Weighted-Average Units/Shares Outstanding				181,244		1,000				67,356		1,000

See notes to condensed combining financial statements.

-28-

3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Balance Sheets
(Dollars in thousands)

			June 30, 2001*							March 31, 2001**
					Centex							Centex
					Development							Development
					Company, L.P.		3333 Holding					Company, L.P.		3333 Holding
					and		Corporation					and		Corporation
			Combined		Subsidiaries		and Subsidiary			Combined		Subsidiaries		and Subsidiary
Assets
Cash			$	9,912	$	9,908	$	4		$	3,034	$	3,029	$	5
Accounts Receivable				4,545		9,914		—			10,185		15,353		—
Notes Receivable				10		10		—			14		14		—
Inventories				378,148		376,726		1,422			340,827		339,455		1,372
Investments -
	Commercial Properties, net			91,575		91,575		—			83,649		83,649		—
	Real Estate Joint Ventures			2,881		2,881		—			2,699		2,699		—
	Affiliate			—		—		1,716			—		—		1,716
Property and Equipment, net				3,633		3,633		—			3,391		3,331		60
Other Assets -
	Goodwill, net			27,585		27,585		—			27,616		27,616		—
	Deferred Charges and Other			17,405		17,305		100			13,235		13,135		100
			$	535,694	$	539,537	$	3,242		$	484,650	$	488,281	$	3,253
Liabilities, Stockholders’ Equity and Partners’ Capital
Accounts Payable and Accrued Liabilities			$	82,349	$	82,921	$	5,371		$	81,536	$	81,320	$	5,958
Notes Payable				229,386		229,386		—			187,301		187,301		—
		Total Liabilities		311,735		312,307		5,371			268,837		268,621		5,958
Stockholders’ Equity and Partners’ Capital				223,959		227,230		(2,129	)		215,813		219,660		(2,705	)
			$	535,694	$	539,537	$	3,242		$	484,650	$	488,281	$	3,253

*     Unaudited.

**   Condensed from audited financial statements.

See notes to condensed combining financial statements.

-29-

3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Statements of Cash Flows
(Dollars in thousands)
(unaudited)

		For the Three Months Ended June 30,
		2001									2000
					Centex									Centex
					Development									Development
					Company, L.P.			3333 Holding						Company, L.P.			3333 Holding
					and			Corporation						and			Corporation
		Combined			Subsidiaries			and Subsidiary			Combined			Subsidiaries			and Subsidiary
Cash Flows — Operating Activities
Net Earnings (Loss)		$	3,075		$	2,499		$	576		$	401		$	505		$	(104	)
Adjustments:
	Depreciation and Amortization		896			896			—			997			987			10
	Equity in Earnings from Joint Ventures		(10	)		(10	)		—			(67	)		(67	)		—
Decrease (Increase) in Receivables			5,658			5,658			—			(2,825	)		(2,828	)		3
Decrease in Notes Receivable			4			4			—			1,758			1,758			—
Increase in Inventories			(33,187	)		(33,137	)		(50	)		(22,376	)		(21,893	)		(483	)
Increase in Commercial Properties			(8,617	)		(8,617	)		—			(406	)		(406	)		—
Increase in Other Assets			(4,282	)		(4,282	)		—			(8,155	)		(8,155	)		—
Increase (Decrease) in Payables and Accruals			1,620			2,208			(588	)		(6,858	)		(7,417	)		559
			(34,843	)		(34,781	)		(62	)		(37,531	)		(37,516	)		(15	)
Cash Flows — Investing Activities
(Increase) Decrease in Advances to Joint Venture and Investment in Affiliate			(172	)		(172	)		—			685			685			—
Property and Equipment Additions, net			(358	)		(419	)		61			(23	)		(23	)		—
			(530	)		(591	)		61			662			662			—
Cash Flows — Financing Activities
Increase (Decrease) in Notes Payable			42,275			42,275			—			(9,150	)		(9,150	)		—
			42,275			42,275			—			(9,150	)		(9,150	)		—
Effect of Exchange Rate Changes
	On Cash		(24	)		(24	)		—			(2,221	)		(2,221	)		—
Net Increase (Decrease) In Cash			6,878			6,879			(1	)		(48,240	)		(48,225	)		(15	)
Cash at Beginning of Period			3,034			3,029			5			58,314			58,298			16
Cash at End of Period		$	9,912		$	9,908		$	4		$	10,074		$	10,073		$	1
Supplemental Disclosures:
Issuance of Class C Units in Exchange for Assets		$	4,517		$	4,517		$	—		$	1,346		$	1,346		$	—

See notes to condensed combining financial statements.

-30-

3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Notes to Condensed Combining Financial Statements
June 30, 2001
(Dollars in thousands)
(unaudited)

(A)   In March 1987, certain subsidiaries of Centex Corporation (“Centex”) contributed to Centex Development Company, L.P. (the “Partnership”), a newly-formed master limited partnership, properties with a historical cost basis (which approximated market value) of approximately $76 million in exchange for 1,000 Class A limited partnership units (“Class A Units”). The Partnership was formed to enable the stockholders of Centex to participate in long-term real estate development projects, the dynamics of which are inconsistent with Centex’s traditional financial objectives.

      The Partnership is managed by its general partner, 3333 Development Corporation (“Development”), which is in turn wholly-owned by 3333 Holding Corporation (“Holding”). Holding is a separate public company whose stock trades in tandem with Centex’s common stock. The common stock of Holding was distributed in 1987, together with warrants to purchase approximately 80% of the Partnership’s Class B limited partnership units (“Class B Units”), as a dividend to the stockholders of Centex. These securities are held by a nominee on behalf of the stockholders and will trade in tandem with the common stock of Centex until such time as they are detached. The securities may be detached at any time by Centex’s Board of Directors, but the warrants to purchase Class B Units will automatically become detached in November 2007.

      The stockholders of Centex elect the four-person Board of Directors of Holding. Three of the Board members, representing the majority of the Board, are independent outside directors who are not directors, affiliates, or employees of Centex. Thus, through Holding, the stockholders of Centex control the general partner of the Partnership. The general partner and the independent Board of Holding manage how the Partnership conducts its activities, including the acquisition, development, maintenance , operation , and sale of properties. The general partner, acting on behalf of the Partnership, may sell or acquire properties, including the contributed property, and enter into other business transactions without the consent of the limited partners. In addition, the limited partners cannot remove the general partner.

      During fiscal 1998, the agreement governing the Partnership was amended to allow for the issuance of Class C limited partnership units (“Class C Units”). During fiscal 1998, the 1,000 outstanding Class A Units owned by Centex were converted to 32,260 new Class A Units. As of June 30, 2001, 185,711 Class C Units had been issued in exchange for assets, including cash and land, with a fair market value of $185.7 million. These assets were recorded by the Partnership at fair market value. The partnership agreement provides that Centex, as the Class A and Class C limited partner, is entitled to a cumulative preferred return of 9% per annum on the average outstanding balance of its Unrecovered Capital, which is defined as its capital contributions, adjusted for cash or other distributions representing return of capital contributions. As of June 30, 2001, Unrecovered Capital totaled $218.5 million, and preference payments in arrears amounted to $26.0 million. No preference payments have been made since fiscal 1998.

-31-

      See Note (C) to the condensed consolidated financial statements of Centex included elsewhere in this Report for supplementary condensed combined financial statements for Centex and subsidiaries, Holding and subsidiary, and the Partnership and subsidiaries.

(B)   During the quarter ended June 30, 2001, a subsidiary of the Partnership purchased approximately 43 acres in South Kohala, Hawaii, from an unaffiliated third party. The total consideration of $33 million consisted of a $32 million non-recourse purchase money mortgage note and a $1 million cash payment. Concurrently, Centex Homes has entered into a purchase agreement for this property.

      During the quarter ended June 30, 2001, the Partnership issued 4,517 Class C Units to Centex Homes in exchange for land with a fair market value of $4.5 million.

(C)   A summary of comprehensive income for the three months ended June 30, 2001 is presented below:

Net Earnings		$	3,075
Accumulated Other Comprehensive Income:
	Foreign Currency Translation Adjustments		554
Comprehensive Income		$	3,629

(D)   A summary of changes in stockholders’ equity and partners’ capital is presented below:

					Centex Development Company,						3333 Holding Corporation
					L.P. and Subsidiaries						and Subsidiary
					Class B		General		Limited				Capital In		Retained
					Unit		Partner’s		Partner’s		Stock		Excess of		Earnings
			Combined		Warrants		Capital		Capital		Warrants		Par Value		(Deficit)
Balance at March 31, 2001			$	215,813	$	500	$	1,142	$	218,018	$	1	$	800	$	(3,506	)
	Partnership Units Issued in Exchange for Assets			4,517		—		—		4,517		—		—		—
	Net Earnings			3,075		—		—		2,499		—		—		576
	Accumulated Other Comprehensive Income:
		Foreign Currency   Translation   Adjustments		554		—		—		554		—		—		—
Balance at June 30, 2001			$	223,959	$	500	$	1,142	$	225,588	$	1	$	800	$	(2,930	)

(E)   On April 15, 1999, Centex Development Company UK Limited (“CDCUK”), a company incorporated in England and Wales and a wholly-owned subsidiary of the Partnership, closed its acquisition of all the voting shares of Fairclough. The purchase price at closing (approximately $219 million) was paid by the delivery of two-year non-interest-bearing promissory notes. In addition, the seller of the voting shares retained non-voting preference shares in Fairclough that entitled it to receive substantially all of the net after-tax earnings of Fairclough until March 31, 2001. Because the non-voting preference shares retained by the seller had the characteristics of debt, the preference obligations were reported as interest expense in the financial statements.

-32-

      As of March 31, 2001, the non-interest-bearing promissory notes were repaid in full (less the holdback described below) from a combination of bank borrowings, equity contributions to CDCUK from the Partnership, and a loan to CDCUK from the Partnership. CDCUK has retained a $6.9 million holdback relative to CDCUK exercising its right of offset for asserted breaches of representations and warranties by the seller under the share purchase agreement.

      During the quarter ended June 30, 2001, the Partnership entered into a management agreement with Centex Homes, pursuant to which Centex Homes agreed to manage and oversee the Partnership’s investment in Fairclough Homes Group Limited, a British home builder (“Fairclough”). The Partnership will pay Centex Homes a monthly fee and will reimburse Centex Homes for its direct expenses associated with its management and oversight.

(F)   The Companies operate in four principal business segments: International Home Building, Commercial Development, Multi-Family Communities (formerly known as Multi-Family Development), and Corporate-Other (formerly known as Land Sales and Other). All of the segments operate in the United States except for International Home Building, which acquires and develops residential properties and constructs single and multi-family housing units in the United Kingdom.

      In prior years, the Companies operated a Domestic Home Building segment which was sold in fiscal year 2001 to Centex Homes. The Domestic Home Building segment had revenues of $3.4 million and operating earnings of $4 thousand for the three months ended June 30, 2000.

      The following tables set forth financial information relating to the business segments for the three months ended June 30, 2001 and 2000.

INTERNATIONAL HOME BUILDING

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	56,163		$	64,172
Cost of Sales		(48,201	)		(55,321	)
Selling, General & Administrative Expenses		(5,589	)		(5,660	)
Interest		—			(2,536	)
Operating Earnings	$	2,373		$	655

-33-

COMMERCIAL DEVELOPMENT

	For the Three Months Ended
	June 30,
	2001			2000
Rental Income and Other	$	4,110		$	2,380
Cost of Sales		153			—
Selling, General & Administrative Expenses		(1,767	)		(1,019	)
Interest		(1,591	)		(1,007	)
Operating Earnings before Depreciation		905			354
Depreciation		(751	)		(462	)
Operating Earnings (Loss)	$	154		$	(108	)

MULTI-FAMILY COMMUNITIES

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	23,621		$	1,004
Cost of Sales		(21,682	)		—
Selling, General & Administrative Expenses		(559	)		(476	)
Operating Earnings	$	1,380		$	528

-34-

CORPORATE-OTHER

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	61		$	115
Selling, General & Administrative Expenses		(602	)		(146	)
Operating Loss	$	(541	)	$	(31	)

(G)   In July 2001, the Financial Accounting Standards Board issued new Statements, SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”, which the Companies have elected to adopt effective April 1, 2001. SFAS No. 141 requires all business combinations to be accounted for using the purchase method and requires intangible assets to be recognized as assets apart from goodwill if certain criteria are met. SFAS No. 142 provides guidance on accounting for intangible assets and eliminates the amortization of goodwill and certain identifiable intangible assets. Under the provisions of SFAS No. 142, intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually at the reporting unit level using a two step impairment assessment. Impairment testing must be performed more frequently if events or changes in circumstances indicate that the asset might be impaired. The first step, which the Companies are in the process of completing, is to identify potential impairment by determining whether the carrying amount of a reporting unit exceeds its fair value. This step must be completed within six months of adoption. If an impairment is identified, the second step of the goodwill impairment test, which measures the amount of impairment loss, if any, will be performed. If necessary, this step must be performed within a year of adoption.

      The pro forma adoption of SFAS No. 142 for the three months ended June 30, 2000, which included amortization of goodwill, would have caused an increase in net earnings of $288 thousand and an increase of $4.28 in earnings per unit. Identifiable intangible assets, other than goodwill, are immaterial. Goodwill was $27.6 million at June 30, 2001 and at March 31, 2001.

(H)   Certain prior year balances have been reclassified to be consistent with the June 30, 2001 presentation.

-35-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS

RESULTS OF OPERATIONS

      On a combined basis, the Companies’ revenues for the three months ended June 30, 2001 totaled $84.0 million compared to $71.1 million for the three months ended June 30, 2000. Operating results for the three months ended June 30, 2001 reflect net earnings of $3.1 million compared to $401 thousand for the same period last year. The increase in revenues for the quarter ended June 30, 2001 compared to the same period last year primarily resulted from significantly increased sales revenue in the Companies’ Multi-Family Communities segment, offset by decreased sales revenue in the Companies’ International Home Building business segment.

INTERNATIONAL HOME BUILDING

      The following summarizes International Home Building’s results for the quarter ended June 30, 2001 compared to the same period last year (dollars in thousands, except per unit data):

		For the Three Months Ended June 30,
		2001					2000
Revenues		$	56,163		100.0	%	$	64,172		100.0	%
Cost of Sales			(48,201	)	(85.8	)%		(55,321	)	(86.2	)%
General & Administrative Expenses			(5,589	)	(10.0	)%		(5,660	)	(8.8	)%
Interest Expense, Paid to Seller			—		—	%		(2,536	)	(4.0	)%
Operating Earnings		$	2,373		4.2	%	$	655		1.0	%
Units Closed			299					300
	% Change		(0.3	)%				(26.7	)%
Unit Sales Price		$	187,836				$	213,907
	% Change		(12.2	)%				25.8	%
Operating Earnings Per Unit		$	7,936				$	2,183
	% Change		263.5	%				242.1	%

      International Home Building’s revenues for the three months ended June 30, 2001 decreased by $8.0 million from revenues for the same period last year. This decrease is attributable to a lower per unit sales price resulting from an increase in the number of lower-priced units sold compared to the same period last year.

      Operating earnings for the three months ended June 30, 2001 were 4.2% as a percentage of revenues and approximately $7,936 on a per unit basis compared to the same period last year, which had operating earnings of 1.0% of revenues and approximately $2,183 on a per unit basis. International Home Building, whose functional currency is the British pound sterling, translates its financial statements into U.S. dollars. Income statement accounts are translated using the average exchange rate for the period.

-36-

      The average exchange rate used for translation was 1.42 and 1.53 for the quarters ending June 30, 2001 and 2000, respectively, representing a decrease of 7.2%.

      Home sales (orders) totaled 404 units during the three months ended June 30, 2001 compared to 299 units during the same period last year. The backlog of homes sold but not closed as of June 30, 2001 was 432 units, 18% more than the 365 units for the same period last year.

      The preferred distribution to the seller totaled $0 and $2.5 million for the three months ended June 30, 2001 and 2000, respectively. Although preferred stock is ordinarily treated as an equity security, in this case the preference shares had the essential characteristics of debt and, among other things, had a nominal residual interest value that was subject to redemption. Therefore, the preference shares were treated as debt and the preferred distribution was recorded as interest expense for the three months ended June 30, 2000. The Companies’ obligation to pay such continuing preferred distributions ceased as of March 31, 2001.

DOMESTIC HOME BUILDING

      Results for the Domestic Home Building segment for the three months ended June 30, 2000, were revenues of $3.4 million, and operating earnings of $4 thousand. On March 31, 2001, the Partnership sold its Domestic Home Building segment to Centex Homes.

COMMERCIAL DEVELOPMENT

      The following summarizes Commercial Development’s results for the quarter ended June 30, 2001, compared to the same period last year (dollars and square feet in thousands):

	For the Three Months Ended
	June 30,
	2001			2000
Rental Income	$	4,110		$	2,380
Cost of Sales		153			—
Selling, General & Administrative Expenses		(1,767	)		(1,019	)
Interest Expense		(1,591	)		(1,007	)
Operating Earnings before Depreciation		905			354
Depreciation		(751	)		(462	)
Operating Earnings (Loss)	$	154		$	(108	)
Operating Square Feet		1,664			1,043

      At June 30, 2001, Commercial Development owned, either directly or through interests in joint ventures, 1,664,000 square feet of office and industrial space in California, Texas, Florida, North Carolina and Massachusetts. As of June 30, 2001, the occupancy level was 95%. Operating earnings increased

-37-

during the quarter ended June 30, 2001, as compared to the same period last year due to the addition of 621,000 square feet of operating properties.

MULTI-FAMILY COMMUNITIES

      The following summarizes Multi-Family Communities’ (“Multi-Family”) results for the quarter ended June 30, 2001, compared to the same period last year (dollars in thousands):

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	23,621		$	1,004
Cost of Sales		(21,682	)		—
Selling, General & Administrative Expenses		(559	)		(476	)
Operating Earnings	$	1,380		$	528

      During the quarter ended June 30, 2001, Multi-Family closed on the sale of a 400-unit apartment complex in Grand Prairie, Texas. During the quarter ended June 30, 2000, a joint venture in which Multi-Family had an interest closed on the sale of a 182-unit apartment complex in College Station, Texas.

CORPORATE-OTHER

      The following summarizes Corporate-Other’s results for the three months ended June 30, 2001, compared to the same period last year (dollars in thousands):

	For the Three Months Ended
	June 30,
	2001			2000
Revenues	$	61		$	115
Selling, General & Administrative Expenses		(602	)		(146	)
Operating Loss	$	(541	)	$	(31	)

      The Corporate-Other (formerly known as Land Sales and Other) segment is involved in the acquisition and disposition of land and other assets of the Partnership not identified with another business segment. Revenues for the three months ended June 30, 2001 and 2000, included $0 and $47 thousand from earnings in joint ventures, respectively, $53 thousand and $68 thousand in interest income, respectively, and $8 thousand and $0 in other income, respectively.

      General and Administrative Expenses for the three months ended June 30, 2001 have increased as compared to the same period last year, reflecting employment-related expenses for certain employees of the Companies who were previously employed by Centex Corporation (“Centex”).

-38-

LIQUIDITY AND CAPITAL RESOURCES

      The Companies finance land acquisition and development activities primarily from financial institution borrowings, equity contributions from third-party investors in project-specific joint ventures, seller financing, issuance of Class C limited partnership units to Centex affiliates, and cash flow from operations (comprised largely of proceeds from the sale of real estate).

      Properties under development are typically financed through short-term variable and fixed-rate secured construction loans, and to a limited extent depending on the timing of the project construction, cash flow from operations. Construction loans totaled $39.0 million at June 30, 2001. As properties are completed, the properties are either sold or refinanced with long-term fixed-rate debt. In both instances, the proceeds are used to repay the short-term borrowings. Permanent commercial project loans outstanding at June 30, 2001 totaled $75.2 million compared to $50.8 million at June 30, 2000.

      The International Home Building segment has secured a revolving bank credit facility of 100 million in British pounds sterling. The term of this facility expires in fiscal 2003. Advances under this facility totaled $70.8 million at June 30, 2001.

      During the three months ended June 30, 2001, the Partnership issued 4,517 Class C limited partnership units in exchange for land valued at $4.5 million.

      The Companies believe that the revenues, earnings, and liquidity from the sale of single-family homes, land sales, and the sale and permanent financing of development projects will be sufficient to provide the necessary funding for their current and future needs.

OTHER DEVELOPMENTS

      During the first quarter of fiscal 2002, Multi-Family Communities entered into an agreement with the City of Saint Paul, Minnesota, and a related governmental agency, to re-develop a site along the Mississippi River in downtown Saint Paul into a mixed-use project containing “for-sale” and “for-rent” housing units and related retail. Multi-Family Communities also has a 398-unit multi-family project under construction in Haltom City, Texas.

FORWARD-LOOKING STATEMENTS

      The Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other sections of this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Companies are discussing their beliefs, estimates, or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecasted in such forward-looking statements. The principal risks and uncertainties that may affect the Companies’ actual performance and results of operations include the following: general economic conditions and interest rates; the cyclical and seasonal nature of the Companies’ businesses; adverse weather; changes

-39-

in property taxes; changes in federal income tax laws; government regulation; changes in governmental and public policy; changes in economic conditions specific to any one or more of the Companies’ markets and businesses; competition; availability of raw materials; and unexpected operations difficulties. Other risks and uncertainties may also affect the outcome of the Companies’ actual performance and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      There have been no material changes in the Companies’ market risk from March 31, 2001. For more information regarding the Companies’ market risk, refer to the Companies’ Annual Report on Form 10-K for the fiscal year ended March 31, 2001.

Part II. Other Information

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1) Exhibits

10.1	Management Agreement dated as of April 1, 2001, by and between Centex Development Company, L.P. and Centex Homes, (filed herewith).
10.2	Employment Agreement, dated as of April 1, 2001, by and between Centex Development Company, L.P. and Richard C. Decker (filed herewith).

(2)	Reports on Form 8-K
	The Registrant filed no reports on Form 8-K during the quarter ended June 30, 2001.

-40-

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 thereunto duly authorized.

	3333 HOLDING CORPORATION
	Registrant
August 13, 2001	/s/ Stephen M. Weinberg
	Stephen M. Weinberg
	Director, President and Chief Executive Officer
	(principal executive officer)
August 13, 2001	/s/ Todd D. Newman
	Todd D. Newman
	Senior Vice President, Chief Financial
	Officer and Treasurer
	(principal financial officer and
	chief accounting officer)

-41-

Signatures

      Pursuant to the requirements of the Securities Exchange Act of 1934, 3333 Development Corporation, as general partner of, and on behalf of the Registrant, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CENTEX DEVELOPMENT COMPANY, L.P.
	Registrant
	By: 3333 Development Corporation,
	General Partner
August 13, 2001	/s/ Stephen M. Weinberg
	Stephen M. Weinberg
	Director, President and Chief Executive Officer
	(principal executive officer)
August 13, 2001	/s/ Todd D. Newman
	Todd D. Newman
	Senior Vice President, Chief Financial
	Officer and Treasurer
	(principal financial officer and
	chief accounting officer)

-42-

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.1	Management Agreement, dated as of April 1, 2001, by and between Centex Development Company, L.P. and Centex Homes (filed herewith).
10.2	Employment Agreement, dated as of April 1, 2001, by and between Centex Development Company, L.P. and Richard C. Decker (filed herewith).