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Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


CENTEX CORPORATION (Exact name of registrant as specified in its charter)		3333 HOLDING CORPORATION and CENTEX DEVELOPMENT COMPANY, L.P. (Exact names of registrants as specified in their charters)

Nevada (State or other jurisdiction of incorporation or organization)		Nevada and Delaware, respectively (State or other jurisdiction of incorporation or organization)

75-0778259 (I.R.S. Employer Identification No.)		75-2178860 and 75-2168471, respectively (I.R.S. Employer Identification No.)

2728 North Harwood Dallas, Texas 75201 (Address of principal executive offices, including zip code)		2728 North Harwood Dallas, Texas 75201 (Address of principal executive offices, including zip code)

Raymond G. Smerge
Executive Vice President, Chief Legal Officer and Secretary
2728 North Harwood
Dallas, Texas 75201
(Name and address of agent for service)
(214) 981-5000


			Proposed maximum		Proposed maximum
Title of securities	Amount to be		offering price per		aggregate offering		Amount of
to be registered (1)	registered		share (2)		price (2)		registration fee

Common stock, $.25 par value per share, of Centex Corporation	250,000 shares		$	89.11	$	22,277,500.00	$	1,802.25
Beneficial interests in 1,000 shares of common stock, par value $.01 per share, of 3333 Holding Corporation (3)		—	$	—	$	—	$	—
Beneficial interests in 900 warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P. (3)		—	$	—	$	—	$	—

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Centex Common Stock (as hereinafter defined) and beneficial interests in the Holding Common Stock (as hereinafter defined) and CDC Warrants (as hereinafter defined) as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), and computed on the basis of the average of the high and low sales prices of the Common Stock included in the New York Stock Exchange Composite Transactions Report for October 17, 2003 as published by The Wall Street Journal, which was $89.11 per share.

On November 30, 1987, Centex Corporation, a Nevada corporation (“Centex”), distributed as a dividend to its stockholders, through a nominee (the “Nominee”), all the issued and outstanding shares of common stock, par value $.01 per share (the “Holding Common Stock”), of 3333 Holding Corporation, a Nevada corporation (“Holding”), and 900 warrants (the “CDC Warrants”) to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership (“CDC”).

The Nominee holds the CDC Warrants and the Holding Common Stock on behalf of and for the benefit of persons who are from time to time the holders of the common stock, par value $.25 per share (the “Centex Common Stock”), of Centex (the “Centex Stockholders”). Each Centex Stockholder owns a beneficial interest in that portion of the 1,000 shares of Holding Common Stock and the CDC Warrants that the total number of shares of Centex Common Stock held by such stockholder bears to the total number of shares of Centex Common Stock outstanding from time to time. These beneficial interests are not represented by a separate certificate or receipt. Instead, each Centex Stockholder’s pro rata portion of such beneficial interest is represented by the certificate or certificates evidencing such Centex Stockholder’s Centex Common Stock, and is currently tradeable only in tandem with, and as a part of, each such Centex Stockholder’s Centex Common Stock.

This Registration Statement is being filed to register 250,000 shares of Centex Common Stock and an indeterminate amount of participation interests to be issued under the Centex Ventures Profit Sharing and Retirement Plan.

Note: The document(s) containing the plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrants shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrants shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

The following documents filed by Centex, Holding and CDC with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

(1)

the Joint Annual Report on Form 10-K of Centex, Holding and CDC for the fiscal year ended March 31, 2003, containing the consolidated financial statements of Centex and its subsidiaries and the combined financial statements of Holding and its subsidiary and CDC and its subsidiaries and financial statement schedule for the fiscal year ended March 31, 2003, together with the reports thereon of Ernst & Young LLP, independent auditors;

(2)

all other reports filed by Centex, Holding and CDC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since March 31, 2003;

(3)

the description of the Centex Common Stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A dated October 28, 1971, as amended by Form 8 dated November 11, 1971, as such forms may be amended to update such description;

(4)

the description of the Holding Common Stock, $0.01 par value per share, contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987, as such forms may be amended to update such description;

(5)

the description of the CDC Warrants to purchase Class B Units of limited partnership interest in CDC contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987, as such forms may be amended to update such description; and

(6)

the description of the preferred stock purchase rights of Centex contained in the Registration Statement on Form 8-A dated October 8, 1996, as amended by Form 8-A/A filed on February 22, 1999 and Form 8-A/A filed on May 2, 2002, as such forms may be amended to update such description.

All documents filed by Centex, Holding and CDC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date hereof and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Raymond G. Smerge has rendered a legal opinion, filed as Centex Exhibit 5, with respect to the legality of the securities registered hereby. Mr. Smerge is the Executive Vice President, Chief Legal Officer and Secretary of Centex and the Secretary of Holding. As of October 14, 2003, Mr. Smerge owned 28,816 shares of Centex Common Stock (and 1,200 shares of Centex Common Stock were held in trust for the benefit of Mr. Smerge’s son). As of that date, Mr. Smerge also held options to purchase up to 202,400 shares of Centex Common Stock (of which 103,940 shares were exercisable) and beneficially owned approximately 2,035 shares of Centex Common Stock under the Centex Corporation Profit Sharing and Retirement Plan, a defined contribution plan.

Centex, Holding and 3333 Development Corporation (“Development”), the general partner of CDC, are Nevada corporations. Pursuant to the provisions of Section 78.7502 of the Nevada General Corporation Law, every Nevada corporation has authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Under Nevada law, Centex, Holding and Development also have the authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses including amounts paid in settlement and attorneys’ fees actually and reasonable incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made, however, for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent any person referred to in the two immediately preceding paragraphs is successful on the merits or otherwise in defense of any action, suit or proceeding, the Nevada General Corporation Law provides that such person must be indemnified by the corporation against expenses including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.751 of the Nevada General Corporation Law requires Nevada corporations to obtain a determination that any discretionary indemnification is proper under the circumstances. Such a determination must be made by the corporation’s stockholders; its board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or under certain circumstances, by independent legal counsel. The Articles of Incorporation of Centex, Holding and Development provide for indemnification of its directors and officers to the extent provided by Nevada law.

In addition, Section 78.037 of the Nevada General Corporation Law permits Nevada corporations to include in their articles of incorporation a provision eliminating the personal liability of their directors and officers, to the corporation or stockholders, for damages resulting from their breach of fiduciary duties. The Articles of Incorporation of Centex, Holding and Development contain a provision limiting the liability of their directors and officers for such damages, as do the Bylaws of Centex, Holding and Development.

The Bylaws of Centex, Holding and Development each provide that the corporation shall indemnify its directors, employees and agents to the fullest extent provided by the Nevada General Corporation Law and such corporation’s Articles of Incorporation. In addition, the Bylaws of each corporation provide for indemnification to the same extent of any director, officer or employee of the corporation who serves in any fiduciary capacity with respect to any profit sharing, pension or other type of welfare plan or trust for the benefit of employees of the corporation or its subsidiaries.

Centex has entered into indemnification contracts with its directors and may enter into similar contracts from time to time with certain officers and employees of Centex and its subsidiaries who are not directors of Centex. The general effect of the indemnification contracts is to provide that the indemnitees shall be indemnified to the fullest possible extent permitted by the law against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in any action or proceeding, including any action by or in the right of Centex, by reason of their service in the foregoing capacities. The provisions of the aforementioned indemnification contracts were approved by Centex’s stockholders at the annual meeting of stockholders held on July 16, 1986.

The Second Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”) of CDC provides that to the fullest extent permitted by law, CDC will indemnify the general partner and its directors, officers, employees and agents and persons serving on behalf of CDC in similar

capacities with other entities against liabilities, costs and expenses (including legal fees and expenses) incurred by the general partner or such persons in connection with litigation or threatened litigation, if the general partner or such persons acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of CDC, and such general partner’s or such other person’s conduct did not constitute gross negligence or willful or wanton misconduct and, with respect to any criminal proceeding, did not have any reason to believe his conduct was unlawful. Any indemnification under these provisions will be limited to the assets of CDC.

Pursuant to authority granted by the Nevada General Corporation Law and its respective Articles of Incorporation and Bylaws and with respect to CDC, pursuant to the Limited Partnership Agreement, each of Centex, Holding, Development, and CDC has purchased directors and officers liability insurance.

The foregoing summaries are necessarily subject to the complete text of the statute, articles of incorporation, bylaws, agreements and insurance policies referred to above and are qualified in their entirety by reference thereto.

The information required by this Item 8 is set forth in the Index to Exhibits accompanying this Registration Statement.

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrants pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for purposes of determining any liability under the Securities Act, each filing of the Registrants’ annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 16, 2003.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date


/s/ Laurence E. Hirsch	Chairman of the Board, Chief Executive	October 16, 2003
	Officer and Director
Laurence E. Hirsch	(Principal Executive Officer)

/s/ Mark D. Kemp	Principal Accounting Officer/Controller	October 16, 2003
	and Vice President
Mark D. Kemp

/s/ Leldon E. Echols	Executive Vice President and Chief	October 16, 2003
	Financial Officer
Leldon E. Echols	(Principal Financial Officer)


		Majority of the Board of Directors:	October 16, 2003
		Barbara T. Alexander, Dan W. Cook III,
		Juan L. Elek, Timothy R. Eller,
By:	/s/ Laurence E. Hirsch	Thomas J. Falk, Laurence E. Hirsch,
		Clint W. Murchison, III, Frederic M.
	Laurence E. Hirsch	Poses, David W. Quinn, Thomas M.
Individually and as Attorney in Fact*		Schoewe and Paul T. Stoffel

Pursuant to authority granted by power of attorney, a copy of which is filed herewith.


				3333 HOLDING CORPORATION Registrant

		By:		/s/ Stephen M. Weinberg

				Stephen M. Weinberg Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date


/s/ Stephen M. Weinberg	Director, President, and Chief Executive	October 16, 2003
	Officer (Principal Executive Officer)
Stephen M. Weinberg

/s/ Todd D. Newman	Senior Vice President, Chief Financial	October 16, 2003
	Officer and Treasurer
Todd D. Newman	(Principal Financial Officer and
	Principal Accounting Officer)

Pursuant to authority granted by power of attorney, a copy of which is filed herewith.

Pursuant to the requirements of the Securities Act of 1933, as amended, 3333 Development Corporation, as general partner of, and on behalf of, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 16, 2003.


				CENTEX DEVELOPMENT COMPANY, L.P. Registrant

		By:		3333 Development Corporation, its general partner

		By:		/s/ Stephen M. Weinberg

				Stephen M. Weinberg Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date


/s/ Stephen M. Weinberg	Director, President, and Chief Executive	October 16, 2003
	Officer (Principal Executive Officer)
Stephen M. Weinberg

/s/ Todd D. Newman	Senior Vice President, Chief Financial	October 16, 2003
	Officer and Treasurer (Principal Financial
Todd D. Newman	Officer and Principal Accounting Officer)

Pursuant to authority granted by power of attorney, a copy of which is filed herewith.

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas, on October 16, 2003.


				CENTEX VENTURES PROFIT SHARING AND RETIREMENT PLAN Plan

		By:		/s/ Michael S. Albright

				Michael S. Albright Member, Administrative Committee


Exhibit
Number		Description

4		Centex Ventures Profit Sharing And Retirement Plan.*

5		Opinion of Raymond G. Smerge.*

23.1		Consent of Ernst & Young LLP, Independent Auditors.*

23.2		Consent of Raymond G. Smerge (included in the opinion filed herewith as Exhibit 5).*

24.1		Powers of Attorney.*


Exhibit
Number		Description

4		Centex Ventures Profit Sharing And Retirement Plan.

5		Opinion of Raymond G. Smerge, filed herewith as Exhibit 5 of Centex Exhibits.

23.1		Consent of Ernst & Young LLP, Independent Auditors, filed herewith as Exhibit 23.1 of Centex Exhibits.

23.2		Consent of Raymond G. Smerge (included in the opinion filed herewith as Exhibit 5 of Centex Exhibits)

24.2		Powers of Attorney.*


Exhibit
Number		Description

4		Centex Ventures Profit Sharing And Retirement Plan.

5		Opinion of Raymond G. Smerge, filed herewith as Exhibit 5 of Centex Exhibits.

23.1		Consent of Ernst & Young LLP, Independent Auditors, filed herewith as Exhibit 23.1 of Centex Exhibits.

23.2		Consent of Raymond G. Smerge (included in the opinion filed herewith as Exhibit 5 of Centex Exhibits)

24.3		Powers of Attorney.*


EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
INDEX TO EXHIBITS CENTEX CORPORATION
INDEX TO EXHIBITS 3333 HOLDING CORPORATION
INDEX TO EXHIBITS CENTEX DEVELOPMENT COMPANY, L.P.
EX-4 Profit Sharing and Retirement Plan
EX-5 Opinion/Consent of Raymond G. Smerge
EX-23.1 Consent of Ernst & Young LLP
EX-24.1 Powers of Attorney
EX-24.2 Powers of Attorney
EX-24.3 Powers of Attorney

/s/ Stephen M. Weinberg

Majority of the Board of Directors:

October 16, 2003

Josiah O. Low, III, David M. Sherer,

Stephen M. Weinberg

Roger O. West and Stephen M. Weinberg

Individually and as Attorney in Fact*


				CENTEX CORPORATION Registrant

		By:		/s/ Laurence E. Hirsch

				Laurence E. Hirsch Chairman of the Board and Chief Executive Officer