CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED
                    CERTIFICATE OF INCORPORATION, AS AMENDED,

                                       OF

                                D.R. HORTON, INC.

     D.R. Horton, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That on November 21, 2002, at a meeting of the Board of Directors of
the Corporation,  resolutions were adopted proposing and declaring advisable the
following  amendment to the  Corporation's  Amended and Restated  Certificate of
Incorporation, as amended (the "Amendment"):

               RESOLVED,  that Article Fourth of the  Corporations'  Amended and
          Restated Certificate of Incorporation,  as amended, be amended to read
          in its entirety as follows:

                    "FOURTH:  The  Corporation  shall be authorized to issue two
               classes  of  shares  of  stock  to be  designated,  respectively,
               "Preferred Stock" and "Common Stock";  the total number of shares
               which  the  Corporation  shall  be  authorized  to  issue is Four
               Hundred Thirty Million (430,000,000);  the total number of shares
               of Preferred Stock shall be Thirty Million  (30,000,000) and each
               such share  shall have a par value of ten cents  ($.10);  and the
               total  number of shares of  Common  Stock  shall be Four  Hundred
               Million  (400,000,000) and each such share shall have a par value
               of one cent ($.01).  Shares of Preferred Stock may be issued from
               time to time in one or more  series.  The Board of  Directors  is
               hereby authorized to fix the voting rights, designations, powers,
               preferences  and  relative,  participating,   optional  or  other
               rights,   if  any,  and  the   qualifications,   limitations   or
               restrictions  thereof, of any wholly unissued series of Preferred
               Stock; and to fix the number of shares  constituting such series,
               and to  increase  or  decrease  the  number of shares of any such
               series  (but  not  below  the  number  of  shares   thereof  then
               outstanding)."

     SECOND:  That upon  notice in  accordance  with  Section 222 of the General
Corporation Law of the State of Delaware,  at the Annual Meeting of Stockholders
of the  Corporation  held on January 30,  2003,  a majority of all of the shares
entitled to vote at the meeting and a majority of the shares entitled to vote at
the meeting as a class voted in favor of the Amendment.

     THIRD:  That the  Amendment  has been duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.


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     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by Donald R. Horton, its Chairman of the Board, and attested by Thomas B.
Montano, an Assistant Secretary, this 3rd day of February 2003.

                                        D.R. Horton, Inc.



                                        By: /s/ Donald R. Horton
                                           ---------------------
                                            Donald R. Horton,
                                            Chairman of the Board





ATTEST:



/s/ Thomas B. Montano
---------------------
Thomas B. Montano,
Assistant Secretary


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