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

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

Centex Corporation
3333 Holding Corporation
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(Name of Registrants as Specified In Their Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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2
CENTEX CORPORATION

and

3333 HOLDING CORPORATION

PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF EACH CORPORATION

To Be Held July 27, 2000

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INDEX

Page
----
CENTEX CORPORATION

Notice of Annual Meeting of Stockholders.............................................................1
Proxy Statement......................................................................................2

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders............................................................21
Proxy Statement.....................................................................................22

-----------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF
CENTEX CORPORATION AND 3333 HOLDING CORPORATION. TO ENSURE REPRESENTATION OF
YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS. STOCKHOLDERS ARE ENCOURAGED TO REVIEW THE ACCOMPANYING PROXY
STATEMENT OF EACH COMPANY CAREFULLY.

CENTEX CORPORATION
2728 N. Harwood
Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held July 27, 2000

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Centex
Corporation, a Nevada corporation ("Centex"), will be held in the auditorium of
the Dallas Museum of Art, 1717 North Harwood, in the City of Dallas, Texas on
Thursday, July 27, 2000 at 10:00 a.m. (C.D.T.) for the following purposes.

(1) To elect three directors comprising a class of directors to serve
until the Annual Meeting of Stockholders in 2003 or until their
successors are elected and qualified.

(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors of Centex has fixed the close of business on June 8,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting or any adjournment thereof. Only stockholders of
record at the close of business on the record date are entitled to notice of and
to vote at the meeting. The transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to sign, date and mail promptly
the accompanying form of Centex proxy so that your Centex shares may be
represented and voted at the meeting. Your Centex proxy will be returned to you
if you choose to attend the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Executive Vice President, Chief Legal
Officer, General Counsel and
Secretary

Dallas, Texas
June 26, 2000

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ENSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

- 1 -

CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 27, 2000

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of Centex Corporation, a
Nevada corporation ("Centex"), for use at the Annual Meeting of Stockholders of
Centex to be held on July 27, 2000, and at any adjournment thereof (the "Annual
Meeting"). The mailing address of the executive offices of Centex is 2728 N.
Harwood, Dallas, Texas 75201. The approximate date on which this proxy statement
and accompanying proxy were first sent to stockholders was on or about June 26,
2000.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of three directors comprising the class of directors to
serve until the Annual Meeting of Stockholders in 2003 or until
their successors are elected and qualified.

(2) Such other business as may properly come before the Annual Meeting
or any adjournment thereof.

The Board of Directors of Centex (the "Board" or the "Board of Directors")
does not know of any matters that may be acted upon at the Annual Meeting other
than the matters set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF CENTEX RECOMMENDS A VOTE FOR THE ELECTION OF THE
THREE NOMINEES FOR DIRECTOR OF CENTEX NAMED IN THE ACCOMPANYING CENTEX PROXY.

TANDEM SECURITIES

On November 30, 1987 Centex distributed as a dividend to its stockholders
(through a nominee, the "Nominee") all of the 1,000 issued and outstanding
shares of common stock, par value $.01 per share ("Holding Common Stock"), of
3333 Holding Corporation, a Nevada corporation ("Holding"), and all of the 900
issued and outstanding warrants (the "Stockholder Warrants") to purchase Class B
Units of limited partnership interest in Centex Development Company, L.P., a
Delaware limited partnership ("CDC"). 3333 Development Corporation, a Nevada
corporation and a wholly-owned subsidiary of Holding, is the general partner of
CDC.

The Nominee holds the Stockholder Warrants and shares of 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 ("Centex Common Stock"),
of Centex ("Centex Stockholders"). Each Centex Stockholder owns a beneficial
interest in

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Holding Common Stock and the Stockholder 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. This beneficial
interest of the Holding stockholders is not represented by a separate
certificate or receipt. Instead, each Centex Stockholder's beneficial interest
in such pro rata portion of the shares of Holding Common Stock and the
Stockholder Warrants 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. These restrictions on transfer are imposed by the terms of
a nominee agreement (the "Nominee Agreement") by and among Centex, Holding, CDC
and the Nominee. Centex Common Stock certificates issued after the date of the
Nominee Agreement bear a legend referring to the restrictions on transfer
imposed thereby.

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ENSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting is the close of business on June 8, 2000. At
the close of business on the record date, the issued and outstanding capital
stock of Centex entitled to vote at the Annual Meeting consisted of 58,782,270
shares of Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per share
upon the election of directors and each other matter that may be properly
brought before the meeting or any adjournment thereof. Neither the Restated
Articles of Incorporation, as amended, nor the Amended and Restated By-laws of
Centex provide for cumulative voting rights. The presence at the Annual Meeting,
in person or by proxy, of a majority of the outstanding shares of Centex Common
Stock is necessary to constitute a quorum. Abstentions and, by definition,
broker non-votes will be counted as present for the purpose of establishing a
quorum.

Shares represented by valid proxies will be voted at the Annual Meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the three
nominees for director named in the proxy. The Board does not intend to present,
and has no information that others will present, any business at the Annual
Meeting other than as is set forth in the attached Notice of Annual Meeting of
Stockholders of Centex. However, if other matters requiring the vote of
stockholders come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of Centex proxy to vote the proxies held by them
in accordance with their best judgment in such matters. Any Centex Stockholder
has the unconditional right to revoke his, her or its Centex proxy at any time
prior to the voting thereof by submitting a later-dated proxy, by attending the
Annual Meeting and voting in person or by written notice to Centex addressed to
Raymond G. Smerge, Secretary, Centex Corporation, 2728 N. Harwood, Dallas, Texas
75201; however, no such revocation will be effective until received by Centex at
or prior to the Annual Meeting.

The cost of solicitation of proxies for the Annual Meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers and other employees of Centex, who will receive no
additional compensation therefor. To aid in the solicitation of proxies, Centex
has retained the firm of Georgeson & Company Inc., which will receive a fee of
approximately $8,500 plus out-of-pocket expenses. Centex will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in forwarding proxy material to beneficial owners.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Management

The following table sets forth information as of June 8, 2000 with respect
to the beneficial ownership of shares of Centex Common Stock by each director,
each director nominee and each current executive officer named in the Summary
Compensation Table under "Executive Compensation," individually itemized, and by
all directors, director nominees and current executive officers of Centex as a
group (11 persons). Except as otherwise indicated, all shares are owned directly
and the owner has the sole voting and investment power with respect thereto.

CENTEX COMMON STOCK (1)
----------------------------
NUMBER OF PERCENT
SHARES OF CLASS
----------- ----------

Barbara T. Alexander................................................ 21,400 *
Dan W. Cook III..................................................... 90,150 *
Juan L. Elek........................................................ 85,375 *
Timothy R. Eller.................................................... 326,914 *
Laurence E. Hirsch.................................................. 1,482,928 2.52%
Clint W. Murchison, III............................................. 143,222 *
Charles H. Pistor, Jr............................................... 96,514 *
David W. Quinn...................................................... 658,171 1.12%
Paul R. Seegers..................................................... 627,077 1.07%
Raymond G. Smerge................................................... 147,177 *
Paul T. Stoffel..................................................... 305,189 *
All directors, director nominees and named executive
officers of Centex as a group (11 persons)....................... 3,984,117 6.78%

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* Less than 1%.

(1) Shares covered by stock options that are outstanding under the
Centex Corporation Amended and Restated 1987 Stock Option Plan and
exercisable on June 8, 2000 or within 60 days thereafter are
included as "beneficially owned" pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC").
Amounts include the following shares that may be acquired upon
exercise of such stock options: Ms. Alexander -- 9,900 shares; Mr.
Cook -- 88,150 shares; Mr. Elek -- 85,375 shares; Mr. Eller --
239,000 shares; Mr. Hirsch -- 429,840 shares; Mr. Murchison --
67,000 shares; Mr. Pistor -- 44,450 shares; Mr. Quinn -- 434,320
shares; Mr. Seegers -- 65,375 shares; Mr. Smerge -- 143,280
shares; Mr. Stoffel -- 67,000 shares; and all directors, director
nominees and executive officers of Centex as a group (11 persons)
-- 1,673,690 shares. The total shown for Mr. Hirsch includes
400,000 shares covered by a conversion right pursuant to the terms
of a Centex subordinated debenture. See "Certain Transactions." In
addition, this table includes shares

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of Centex Common Stock that may be beneficially owned as of March
31, 2000 pursuant to the Centex Common Stock Fund of the Profit
Sharing and Retirement Plan of Centex Corporation, a defined
contribution plan (the "Profit Sharing Plan"), as follows: Mr.
Eller -- 5,514 shares; Mr. Hirsch -- 4,588 shares; Mr. Quinn --
3,451 shares; Mr. Smerge -- 2,097 shares; and all directors,
director nominees and executive officers of Centex as a group (11
persons) -- 15,650 shares. Amounts also include shares of Centex
Common Stock that are owned indirectly by a family limited
partnership as follows: Mr. Eller -- 82,400 shares; Mr. Hirsch --
240,000 shares; Mr. Pistor -- 40,664 shares; Mr. Quinn -- 220,000
shares; and all directors, director nominees and executive
officers of Centex as a group (11 persons) -- 583,064 shares.

Certain Beneficial Owners

The following table sets forth information with respect to the holders of
shares of Centex Common Stock who are known to Centex to be beneficial owners of
more than five percent of such shares outstanding.

CENTEX COMMON STOCK
------------------------------------------
NAME AND ADDRESS NUMBER OF PERCENT
OF BENEFICIAL HOLDER SHARES OF CLASS
- -------------------- ---------------- ----------------

FMR Corp. (1) .............................................. 5,321,355 9.05%
82 Devonshire Street
Boston, Massachusetts 02190-3614

Sanford C. Bernstein & Co., Inc. (2) ....................... 3,449,075 5.87%
767 Fifth Avenue
New York, New York 10153

- ------------

(1) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 15) of FMR Corp. filed with the SEC on February 28,
2000 with respect to Centex Common Stock owned as of February 23,
2000 (the "FMR 13G"). According to the FMR 13G, such number
includes 1,516,405 shares over which FMR Corp. had the sole power
to vote or direct the vote and 5,321,355 shares over which FMR
Corp. had sole dispositive power.

(2) Based solely upon information contained in the Schedule 13G of
Sanford C. Bernstein & Co. ("Bernstein") filed with the SEC on
February 8, 2000 with respect to Centex Common Stock owned as of
December 31, 1999 (the "Bernstein 13G"). According to the
Bernstein 13G, such number includes 1,306,775 shares over which
Bernstein had sole voting or dispositive power, 416,340 shares
over which Bernstein had shared voting power and 3,449,075 shares
over which Bernstein had sole dispositive power. According to the
Bernstein 13G, with respect to the 416,340 shares over which
Bernstein had shared voting power, Bernstein's clients have
appointed an independent voting agent which has instructions to
vote such shares in the same manner as Bernstein.

- 5 -

ITEM 1. ELECTION OF DIRECTORS

Centex's Amended and Restated By-laws provide for the division of the board
into three classes, with the directors in each class to hold office for a
staggered term of three years each. Each class of directors is to consist, as
nearly as possible, of one-third of the total number of directors constituting
the entire Board. Presently, there are three directors in the class whose term
expires at the 2000 Annual Meeting, three directors in the class whose term
expires at the 2001 annual meeting and three directors in the class whose term
expires at the 2002 annual meeting. At the 2000 Annual Meeting, three directors
are to be elected to serve until the 2003 annual meeting or until their
successors are elected and qualified, subject to removal by the vote of the
holders of not less than two-thirds of the then outstanding shares of Centex
Common Stock. Unless contrary instructions are indicated on the proxy, it is
intended that the shares represented by the accompanying Centex proxy will be
voted for the election of the three nominees for director named below, or if any
of such nominees becomes unavailable, which is not anticipated, for such
substitute nominees as the Board shall designate. A plurality of votes cast at
the Annual Meeting, in person or by proxy, is required to elect such nominees.
The Board recommends that the Centex Stockholders vote FOR the election of such
nominees. The information appearing in the following table regarding the
nominees for director and the continuing directors has been furnished to Centex
by the respective nominees and directors.

NOMINEES FOR DIRECTORS

The three persons named below are the Board's nominees for election as
directors at the Annual Meeting for the class whose term expires at the 2003
annual meeting. The three nominees named below are currently directors of
Centex. Messrs. Cook, Hirsch and Pistor were elected as directors by Centex
Stockholders at the 1997 annual meeting of stockholders.

POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ------------------------------- ------------------------------- ---------------- ---------------------------

Dan W. Cook, III, 65........... None (1) 1993 Compensation and
Stock Option

Laurence E. Hirsch, 54......... Chairman of the Board and 1985 Executive
Chief Executive Officer(2)

Charles H. Pistor, Jr., 69..... None (3) 1987 Director Nominating,
Compensation and
Stock Option*

CONTINUING DIRECTORS

All continuing directors listed below were elected by Centex Stockholders to
terms expiring at the annual meetings to be held in 2001 and 2002.

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CLASS WHOSE TERM EXPIRES AT
THE 2001 ANNUAL MEETING

POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ------------------------------- ------------------------------- ---------------- ---------------------------

Clint W. Murchison, III, 53.... None (4) 1979 Audit, Compensation
and Stock Option

David W. Quinn, 58............. Vice Chairman of the Board (5) 1989 Executive

Paul T. Stoffel, 66............ None (6) 1968 Audit*

CLASS WHOSE TERM EXPIRES AT
THE 2002 ANNUAL MEETING

POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ------------------------------- ------------------------------- ---------------- ---------------------------

Barbara T. Alexander, 51 ...... None (7) 1999 Audit

Juan L. Elek, 56 .............. None (8) 1995 Director Nominating

Paul R. Seegers, 70............ None (9) 1963 Director Nominating*,
Executive*

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* Chairman of the Committee

(1) Mr. Cook has been engaged in private investments as his
principal business for more than the past five years. He has
been a Senior Director of Goldman Sachs & Co. since 1999. From
1992 until 1999, Mr. Cook was a limited partner of The Goldman
Sachs Group, L.P.; and from 1977 until 1992, he was a general
partner of Goldman, Sachs & Co. Mr. Cook is also a director of
Brinker International, Inc.

(2) Mr. Hirsch has served as Chief Executive Officer of Centex
since July 1988 and as Chairman of the Board since July 1991,
and he served as President from March 1985 to July 1991. Mr.
Hirsch is also a member of the Board of Directors of Centex
Construction Products, Inc., an affiliate of Centex (Chairman
of such Board from January 1994 through December 1997 and from
July 1999 to the present). In addition, he serves as a
director of A.H. Belo Corporation and Luminex Corporation, and
as an advisory director of Heidelberger Zement A.G.

(3) Mr. Pistor was the Vice Chair and a Trustee of Southern
Methodist University from October 1991 until his retirement in
1995. Mr. Pistor served as Chairman of the Board and Chief
Executive Officer of NorthPark National Bank of Dallas from
April 1988 to June 1990. Prior thereto, Mr. Pistor served as

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Vice Chairman of First RepublicBank Corporation from June 1987
and the Chairman of the Board and Chief Executive Officer of
First RepublicBank Dallas, N.A. from April 1980 until his
retirement in April 1988. Mr. Pistor also serves as a director
of AMR Corporation, FORTUNE Brands, Inc. and Zale Corporation.

(4) For more than the past five years, Mr. Murchison has been
engaged in private real estate development and other
investments as his principal business.

(5) Mr. Quinn was elected Vice Chairman of the Board of Centex in
May 1996 and was Chief Financial Officer of Centex from
February 1987 until June 1997 and from October 1997 through
May 2000. Mr. Quinn served as Executive Vice President of
Centex from February 1987 until his election as Vice Chairman
of the Board of Centex in May 1996. Mr. Quinn is also a
director of Centex Construction Products, Inc. and Elcor
Corporation.

(6) For more than the past five years, Mr. Stoffel has been
Chairman of Paul Stoffel Capital Corporation, actively engaged
in both public and privates investments, as his principal
business. Mr. Stoffel was formerly Managing Director of
PaineWebber, Inc. Investment Banking.

(7) Since October 1999, Ms. Alexander has served as a Senior
Advisor of UBS Warburg LLC and its predecessors ("UBSW").
Before that time, beginning in January 1992, she served as a
Managing Director of UBSW, where she managed the Construction
and Furnishings Group (North America) in the Corporate Finance
Department. Prior to joining UBSW, Ms. Alexander was a
managing director in the corporate finance department of
Salomon Brothers. Ms. Alexander is past Chairman of the Board
of the Joint Center for Housing Studies at Harvard University
and is currently a member of the Board's Executive Committee.

(8) Mr. Elek is founder and Co-Chairman of the Mexican investment
banking firm of Elek, Moreno Valle y Associados, where he has
served since 1984. From 1978 through 1984, Mr. Elek held
various positions with Banamex Financial Group, including
Adjoining Managing Director and Head of International Banking.

(9) Mr. Seegers has been Chairman of the Executive Committee of
Centex since July 1987. Mr. Seegers also held the office of
the Chairman of the Board of Centex from July 1985 through
July 1991, and the office of Chief Executive Officer from July
1985 through July 1988, Co-Chief Executive Officer from July
1978 through July 1985, and various other Centex executive
offices since 1961.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 2000, the Board held four
regularly scheduled meetings. During such fiscal year each director attended all
of the meetings of the Board and the Board committees on which he served, except
Messrs. Cook and Stoffel missed one meeting of the Board and Mr. Stoffel missed
one Audit Committee meeting.

Board members who are not employees of Centex or any of its subsidiaries
receive compensation in the amount of $100,000 per year, of which one-half must
be received in the form of an option to purchase Centex Common Stock. Each
director may elect to receive all or a portion of the remaining $50,000 in cash
or in an additional option to purchase Centex Common Stock. Each non-employee
Board member receives $1,500 per year for serving on a Board committee. All
Board members are eligible to receive stock option grants and are reimbursed for
reasonable

- 8 -

expenses of attending meetings. See "Report of Compensation and Stock Option
Committee on Executive Compensation - Long-term Compensation" on pages 16 and
17.

Audit Committee

The Board has an Audit Committee, composed of three directors who are not
employees of Centex or any of its subsidiaries, that reviews the functions of
Centex's management and independent auditors pertaining to Centex's financial
statements and performs such other duties and functions as are deemed
appropriate by the Audit Committee or the Board. During the last fiscal year,
the Audit Committee met three times. All of the members, except Mr. Stoffel,
attended all three meetings. Mr. Stoffel attended two meetings. Audit Committee
members are paid a fee of $1,500 per year.

The following are the key responsibilities of the Audit Committee:

o recommending the appointment of independent auditors to the Board of
Directors;

o reviewing the scope of the independent auditors' examination and the
scope of activities of the internal audit department;

o reviewing Centex's basic systems of internal controls regarding
auditing, accounting and legal compliance;

o reviewing Centex's audited financial statements and interim financial
statements;

o preparing a report for inclusion in Centex's proxy statement regarding
review of audited financial statements for the last fiscal year which
includes a statement on whether it recommended that the Board include
those financial statements in the Annual Report on Form 10-K (the
Audit Committee's report for fiscal year 2000 is reproduced below);

o reviewing the duties and compensation of the independent auditors and
the effect of any such compensation on the auditors' independence,
including a review of management consulting services provided by the
independent auditors; and

o reviewing and assessing the adequacy of the Audit Committee's Charter
annually and recommending revisions to the Board.

The Audit Committee also reviews Centex's corporate compliance program. The
Audit Committee meets separately with the independent auditors and with members
of the internal audit staff, outside the presence of Centex's management or
other employees, to discuss matters of concern, to receive recommendations or
suggestions for change and to exchange relevant views and information. The Audit
Committee and the Board of Directors are ultimately responsible for the
selection, evaluation and replacement of the independent auditors.

Centex's Audit Committee Charter is attached as Appendix A.

- 9 -

Report of Audit Committee

To the Board of Directors of Centex Corporation:

We have reviewed and discussed with management Centex Corporation's audited
financial statements as of and for the year ended March 31, 2000.

We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.

Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in Centex Corporation's Annual Report on Form 10-K for the year ended March 31,
2000.

Audit Committee of the Centex Corporation Board of Directors

Paul T. Stoffel, Chairman
Barbara T. Alexander
Clint W. Murchison, III

May 17, 2000

Nominating Committee

The Board has a Director Nominating Committee that is responsible for
nominating individuals for consideration as directors of Centex. The Director
Nominating Committee will consider nominees recommended by Centex Stockholders
in a letter addressed to the Secretary at the executive offices of Centex in
Dallas, Texas and setting forth: (i) the name and address of such stockholder
who intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that such stockholder is a holder of record of stock of
Centex entitled to vote at the Annual Meeting of Stockholders and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the letter; (iii) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the SEC
had each nominee been nominated by the Board; and (v) the consent of each
nominee to serve as a director of Centex if so elected. Any such letter must be
received by Centex not later than April 27, 2001 for consideration at the 2001
annual meeting. During the last fiscal year, the Director Nominating Committee
held one meeting that was attended by all members. Each member of the Director
Nominating Committee who is not an employee of Centex or any of its subsidiaries
receives a fee of $1,500 per year for serving on the committee.

- 10 -

Compensation and Stock Option Committee

The Compensation and Stock Option Committee is composed of directors who
are "non-employee directors" as defined by Rule 16b-3(d)(1) promulgated under
the Securities Exchange Act of 1934, as amended. This committee recommends to
the Board the base salaries and incentive bonuses of the executive officers of
Centex and administers the Centex Corporation Amended and Restated 1987 Stock
Option Plan (the "1987 Plan") and the Second Amended and Restated 1998 Centex
Corporation Employee Non-qualified Stock Option Plan (the "1998 Plan"). The
Compensation and Stock Option Committee is authorized to grant options to
acquire Centex Common Stock under the 1987 Plan and the 1998 Plan and to grant
awards of restricted stock under the 1987 Plan. During the last fiscal year, the
Compensation and Stock Option Committee held three meetings that were attended
by all members. In addition, the Compensation and Stock Option Committee acted
by unanimous written consent in lieu of meeting 12 times during fiscal year
2000. Compensation and Stock Option Committee members are paid a fee of $1,500
per year.

Mr. Paul Seegers is paid $75,000 per year for his service as Chairman of
the Executive Committee of the Board. As a former executive officer of Centex,
Mr. Seegers continues to be eligible for and receives certain fringe benefits
available to executives of Centex.

- 11 -

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of Centex and the three other most highly compensated executive officers
of Centex.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
------------------------
Annual Compensation Awards
------------------------- ------------------------
Name and Fiscal Securities Underlying All Other
Principal Position Year Salary ($) Bonus($) (1) Options/SARs (#) Compensation ($) (2)
- -------------------------------- ------- ----------- ------------- ------------------------ -----------------------

Laurence E. Hirsch, 2000 $725,000 $2,100,000 216,000 (3) $70,567
Chairman of the Board 1999 650,000 1,800,000 216,000 64,900
and Chief Executive Officer 1998 575,000 1,200,000 216,000 57,398

David W. Quinn, 2000 $600,000 $1,800,000 168,000 (3) $58,672
Vice Chairman of the Board 1999 550,000 1,500,000 168,000 54,874
and Chief Financial Officer 1998 450,000 1,000,000 168,000 44,878

Timothy R. Eller, 2000 $500,000 $2,000,000 155,000 (3) $48,050
Executive Vice President 1999 420,000 1,344,400 160,000 42,047
1998 390,000 892,440 160,000 39,016

Raymond G. Smerge, 2000 $325,000 $ 650,000 72,000 (3) $31,725
Executive Vice President, 1999 290,000 600,000 72,000 29,110
Chief Legal Officer, General 1998 275,000 450,000 72,000 27,555
Counsel and Secretary

- ------------

(1) Cash bonuses for services rendered in fiscal years 2000, 1999 and
1998 have been listed in the year earned, but were actually paid in
the following fiscal year.

(2) The compensation reported represents Centex contributions to, and
forfeitures allocated to, the account of the recipient under the
Profit Sharing Plan and contributions to the account of the
recipient pursuant to the Centex Corporation Amended and Restated
Supplemental Executive Retirement Plan (the "SERP"), an unfunded,
non-qualified plan for certain executives of Centex. See "Report of
Compensation and Stock Option Committee on Executive Compensation."
All of such amounts are fully vested in the recipient. The
compensation for the named executive officers for fiscal years 2000,
1999 and 1998, respectfully, includes fully-vested contributions
accrued pursuant to the SERP in the following amounts: Mr. Hirsch --
$54,625, $49,000, and $41,500; Mr. Quinn -- $42,750, $39,000, and
$29,000; Mr. Eller -- $32,000, $26,000, and $23,000; and Mr. Smerge
-- $15,625, $13,000, and $11,500.

- 12 -

(3) Options were granted effective April 3, 2000, but are included for
fiscal year 2000 because the grants related to performance goals
achieved during fiscal year 2000.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (1) (2)

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------------- ----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) (3) DATE 5% ($) 10% ($)
- -------------------- --------------- ----------------- ------------- ------------- ------------- --------------

Laurence E. Hirsch 216,000 11.3% $23.81 4/2/10 $3,240,000 $8,214,480

David W. Quinn 168,000 8.8% 23.81 4/2/10 2,520,000 6,389,040

Timothy R. Eller 155,000 8.1% 23.81 4/2/10 2,325,000 5,894,650

Raymond G. Smerge 72,000 3.8% 23.81 4/2/10 1,080,000 2,738,160

- ------------

(1) Options were granted effective April 3, 2000, but are included for
fiscal year 2000 because the grants related to performance goals
achieved during fiscal year 2000. Accordingly, information regarding
options granted effective April 1, 1999 relating to performance goals
achieved for fiscal year 1999 (which were disclosed in Centex's 1999
proxy statement under "Option/SAR Grants in Last Fiscal Year") are not
included.

(2) Amounts set forth in the table reflect the number and value of shares
and options only. Centex has issued no stock appreciation rights
("SARs").

(3) These options were granted under the 1987 Plan at $23.81 per share, the
fair market value on the date of grant. The exercise price is equal to
the closing trading price of Centex Common Stock on March 31, 2000.
These options are exercisable 20% on the date of the grant and 20% on
the four following anniversary dates of the grant.

- 13 -

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES (1)

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FY-END (#) (2) AT FY-END ($) (3)
----------------------------- ---------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) (4) EXERCISABLE UNEXERCISABLE EXERCISABLE (5) UNEXERCISABLE (6)
- ------------------------ ------------- --------------- ------------- --------------- --------------- -------------------

Laurence E. Hirsch 240,000 $4,156,800 257,580 (7) 603,720 $ 904,819 $603,212

David W. Quinn 220,000 3,178,400 300,340 469,560 1,691,248 469,165

Timothy R. Eller 82,400 1,396,268 132,000 403,000 254,520 169,680

Raymond G. Smerge -- -- 85,860 201,240 301,606 201,071

- ------------

(1) Amounts set forth in the table reflect the number and value of shares
and options only. Centex has issued no SARs.

(2) Includes options as unexercisable that were granted effective April 3,
2000 based upon the achievement of performance goals for fiscal year
2000. See "Option/SAR Grants in Last Fiscal Year" on page 13.

(3) Represents the difference between the closing price of Centex Common
Stock on March 31, 2000 of $23.81 per share and the exercise price of
such options and includes maximum cash bonuses, if applicable, payable
in connection with the exercise of such options at the time of
exercise as described in footnotes 5 and 6 below.

(4) Includes cash bonuses paid to the following executives upon the
exercise of certain stock options: Mr. Hirsch -- $556,800; Mr. Quinn
-- $278,400; and Mr. Eller -- $191,168.

(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $104,944; Mr. Quinn -- $81,623; Mr. Eller -- $29,520;
and Mr. Smerge -- $34,981.

(6) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $69,962; Mr. Quinn -- $54,415; Mr. Eller -- $19,680; and
Mr. Smerge -- $23,321.

(7) Does not include 400,000 shares of Centex Common Stock issuable to Mr.
Hirsch upon conversion of a Centex debenture in the principal amount
of $2,100,000. See "Certain Transactions."

- 14 -

COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

During the last fiscal year, the Compensation and Stock Option
Committee was composed of Mr. Pistor (as Chairman), Mr. Cook, Mr. Murchison and
Mr. Stoffel until July 22, 1999 when Mr. Stoffel resigned and the committee was
reduced to three members.

REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee of the Board (the
"Committee") provides advice and recommendations to the Board concerning the
salaries and bonuses of the executive officers of Centex. The Board approves
those salaries and bonuses. The Committee also administers the stock option
plans and is authorized under such plans to grant options to directors, officers
and other key employees of Centex and its subsidiaries. However, stock option
grants under the 1998 Plan are not available to any person who is an officer or
director of Centex, any "officer" of Centex as defined by Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any "covered employee" of Centex as defined by Section 162(m)(3) of
the Internal Revenue Code (the "Code"). The Committee is comprised of three
independent, non-employee directors. This report describes the policies and
principles that shape the structure of Centex's executive compensation program.

Centex's executive compensation program is structured to achieve the
following objectives:

- to attract, retain and motivate highly qualified, energetic
and talented executives;

- to create an incentive to increase stockholder returns by
establishing a direct and substantial link between individual
compensation and certain financial measures that have a direct
effect on stockholder values; and

- to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term
corporate performance but also on sustained long-term
individual performance.

To achieve its compensation objectives, Centex has structured an
executive compensation program using a combination of short-term and long-term
elements: (i) annual salary, (ii) annual bonus and (iii) long-term incentive
compensation in the form of stock options and, in some cases, contingent
performance bonuses. In addition, the executive officers of Centex are eligible
to receive other benefits such as medical benefits and Profit Sharing Plan
contributions that are generally available to employees of Centex and
contributions under Centex's SERP that are accrued for the named executive
officers and certain other Centex executives.

In structuring the specific components of executive compensation,
Centex is guided by the following principles:

- annual compensation should be set within reasonable ranges of
the annual compensation for similar positions with
similarly-sized and types of companies that engage in one or
more of the principal businesses in which Centex engages;

- bonus payments should vary with the individual's performance
and Centex's financial performance; and

- 15 -

- a significant portion of compensation should be in the form of
long-term incentive compensation that aligns the interests of
executives with those of the stockholders and that creates
rewards for long-term sustained company performance and the
achievement of Centex's strategic objectives.

Base Salary

The Committee is responsible for recommending the base salary levels
for the named executive officers. In developing salary amounts for fiscal year
2000, the Committee reviewed the salaries for similar positions in
similarly-sized companies that engage in one or more of the principal businesses
of Centex: homebuilding, mortgage banking, contracting and construction
services, and building materials. Included within the survey were those
companies (other than Centex) that comprise the S&P Home Building Index in the
Cumulative Total Stockholder Return graph on page 18. The Committee confirmed
that the base salaries of the named executives were consistent with its
objective of setting base salaries within reasonable ranges for similar
positions in competitive companies. In setting base salary levels, the Committee
also considers the executive's experience level and potential for significant
contributions to Centex's profitability.

Incentive Bonus

The Committee is also responsible for developing recommendations for
the incentive bonuses awarded to the named executives at the end of each fiscal
year. The annual incentive bonus program for the executive officers has been
structured to create financial incentives and rewards that are directly related
to corporate performance during the fiscal year. In particular, the Committee
weighs heavily certain financial measurements that are directly related to
stockholder returns such as net earnings, earnings growth and return on equity.
The Committee also considers the contribution of each individual executive
officer to Centex's performance and to its strategic position. Mr. Eller's bonus
is directly tied to Centex Homes' operating margin and return on average net
assets. The bonus paid to Mr. Eller for fiscal year 2000 included a special
bonus awarded by the Committee in recognition of the outstanding performance of
Centex Homes during the year and the key leadership role he played in
positioning Centex Homes to achieve its record results.

Long-term Compensation

A key component of Centex's long-term compensation program is the grant
of stock options. During fiscal year 1999, the Compensation and Stock Option
Committee extended for one year (through fiscal year 2000) the existing 1997
Stock Option Program designed to provide incentive to the participants under
such program, which included each named executive officer of Centex, to focus on
maximizing Centex's return to stockholders and to plan and prepare properly for
Centex's future. Under the 1997 Stock Option Program, options were to be granted
to participants if in the preceding fiscal year Centex achieved specified
objective performance goals and the individual participant achieved specified
subjective performance goals. Each individual participant was allocated a
potential number of shares, a percentage of which may be granted if the
objective and subjective performance goals were met. Under the 1997 Stock Option
Program, the objective portion constituted at least 75% of each participant's
potential award (the "Potential Objective Award") and was based upon Centex's
return on beginning stockholder's equity. Options were granted under the
objective portion of the program only if Centex's return on beginning
stockholders' equity was at least 12%. The Potential Objective Award ranged from
35% of a participant's Potential Objective Award (if Centex's return on
beginning stockholders' equity was 12%) to 120% of a participant's Potential
Objective Award (if Centex's return on beginning stockholder's equity equaled or
exceeded 17%). Once granted, options vest 20% on the date of grant and 20% on
each of the following four anniversary dates of the grant. The maximum potential
annual option award (at 120%) for each named executive officer was as follows:
Mr. Hirsch -- 216,000; Mr. Quinn -- 168,000; and Mr. Smerge -- 72,000. As an
employee of Centex Homes, Mr. Eller participates in the Centex Homes incentive
program, which is similar in structure, but which bases option grants upon the
achievement

- 16 -

of margin, return on net asset and customer satisfaction goals. For information
regarding the grant of options based upon Centex's fiscal year 2000 performance,
see "Option/SAR Grants in Last Fiscal Year" on page 13. Since fiscal year 1992,
all of the stock options granted by the Committee to its named executive
officers have been granted under performance programs.

Centex has, in previous fiscal years, also granted contingent
performance bonuses to certain of its officers and key employees. Generally,
these bonuses vest at the same time and in the same proportion as the
performance stock options' specific performance goals are achieved and are
disclosed with respect to each named executive officer in the footnotes to
the"Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End
Option/SAR Values." The vested amounts of most performance bonuses are payable
whenever and to the extent that a recipient exercises options that have vested
by the achievement of performance goals. Centex did not grant any such
performance bonuses in connection with fiscal year 2000.

In fiscal year 1995, the Board approved the SERP for certain employees
participating in the Profit Sharing Plan. Pursuant to the Code, the Internal
Revenue Service sets a limit (currently $170,000) on the amount of annual
compensation that may be considered in determining, for the account of an
eligible participant, Centex's contribution to the Profit Sharing Plan. The SERP
was established to eliminate the adverse treatment that higher salaried
employees receive under such rule by funding balances for each participant in an
amount equal to the additional contribution that he or she would have received
under the Profit Sharing Plan had 100% of his or her annual salary been eligible
for a profit sharing contribution. Contributions accrued under the SERP for the
benefit of the named executive officers vest under the same terms and conditions
as the Profit Sharing Plan. Bonuses paid to participants are not included in
making calculations for contributions made or accrued to recipients' accounts
under either the Profit Sharing Plan or the SERP.

The Code limits the deductibility for federal income tax purposes of
certain executive compensation payments in excess of $1 million. During fiscal
year 2000, the salary and bonus for each of Mr. Hirsch, Mr. Quinn and Mr. Eller
exceeded such limitation.

CEO Compensation

The Chief Executive Officer of Centex participates in the same
compensation programs as the other executive officers with each component of his
compensation determined by the Compensation and Stock Option Committee according
to the same criteria. The base salary and bonus of the Chief Executive Officer
in effect for fiscal year 2000 were approximately 12% and 17%, respectively,
higher than fiscal year 1999, reflecting another year of significant improvement
in Centex's operating results -- achieving record net earnings (11% higher than
in fiscal year 1999) and revenues -- as well as achieving a return on beginning
stockholders' equity for the fiscal year of 21.5%, and his leadership in
developing and implementing Centex's strategic and long-term planning.

COMPENSATION AND STOCK OPTION COMMITTEE

Charles H. Pistor, Jr., Chairman
Dan W. Cook III
Clint W. Murchison, III

- 17 -

PERFORMANCE GRAPH

The following graph compares the yearly change in the cumulative total
stockholder return on Centex Common Stock during the five fiscal years ended
March 31, 2000 with the S&P 500 Index and the S&P Home Building Index. The
comparison assumes $100 was invested on March 31, 1995 in Centex Common Stock
and in each of the foregoing indices, and assumes reinvestment of dividends.

COMPARATIVE FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

1995 1996 1997 1998 1999 2000

Centex Corporation $100 $129 $147 $320 $281 $202
S&P 500 Index $100 $132 $158 $234 $278 $327
S&P HB Index $100 $126 $121 $247 $192 $155

SECTION 16(a) COMPLIANCE

Section 16(a) of the Exchange Act requires Centex directors and
executive officers, and persons who beneficially own more than 10% of a
registered class of Centex's equity securities, to file initial reports of
ownership, reports of changes in ownership, and annual reports of ownership with
the SEC and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish Centex with copies of all Section 16(a) forms that they
file with the SEC.

Based solely on its review of the copies of such forms received by it
with respect to fiscal year 2000, or written representations from certain
reporting persons, Centex believes that its directors and executive officers,
and persons who beneficially own more than 10% of a registered class of Centex's
equity securities have complied with all filing requirements required by Section
16(a) for fiscal year 2000 applicable to such persons, except that the initial
report of ownership for Michael S. Albright, Centex's Senior Vice President -
Administration, and one report of changes in ownership for David A. Harrison,
formerly Centex's Senior Vice President - Marketing, were not filed on a timely
basis.

- 18 -

CERTAIN TRANSACTIONS

In 1991, the Board approved executive employment agreements with
Messrs. Hirsch and Quinn. Each of these agreements provides for a term that at
all times has a remainder of two years, for discretionary bonuses and certain
other fringe benefits and for the payment of two years base salary from the date
of termination if the executive's employment is terminated for any reason other
than cause or if the executive voluntarily resigns within two years after the
occurrence of a change in control of Centex. These agreements further provide
for the following minimum annual base salaries, commencing April 1, 2000: Mr.
Hirsch -- $800,000 and Mr. Quinn -- $675,000.

In May 1985 Centex approved the issuance and sale to Mr. Hirsch of a
Centex debenture in the principal amount of $2,100,000. The debenture was to
mature in March 1995. During that month, Centex and Mr. Hirsch amended the terms
of the debenture to extend its maturity date form March 1995 to March 2000.
During May 1999, Centex and Mr. Hirsch amended the terms of the debenture to
extend its maturity date from March 2000 to March 2010. The debenture bears
interest at a fluctuating rate equal to the lesser of the rate of interest on
the bank loan described below or the highest lawful rate that Centex may pay.
The debenture is subordinated to all senior debt of Centex and is convertible
into 400,000 shares of Centex Common Stock at a price of $5.25 per share (the
closing price of a share of Centex Common Stock on the New York Stock Exchange
on May 6, 1985, as adjusted for the two-for-one stock splits of Centex Common
Stock effected in August 1992 and March 1998). Centex guaranteed a bank loan
made to Mr. Hirsch in an amount necessary to purchase the debenture. The loan
term is five years, but is expected to be renewed on the same or substantially
similar terms if, in March 2005, the debenture remains outstanding. The note
evidencing Mr. Hirsch's indebtedness made under this bank loan permits Mr.
Hirsch to elect an interest rate from time to time equal to either the prime
rate of Bank of America, N.A. or the London Interbank Offered Rate plus 1.5%.

900 Development Corporation, an indirect subsidiary of Centex, owns a
30% interest in a Mexican company, Inverloma S. de R.L. de C.V. ("Inverloma"),
which was organized in 1996 to acquire and develop approximately 70 acres of
land in Mexico City, Mexico. Promotora Fincasa, S.A. ("Fincasa"), successor in
interest to Whitecourt Investments, Ltd., which is owned 27% by Juan L. Elek, a
director of Centex, owns 20% of Inverloma. The consideration paid by 900
Development Corporation and Fincasa for their respective ownership interests
corresponded to such party's ownership interest in Inverloma.

In November 1998, Centex International, Inc., the indirect parent
company of 900 Development Corporation, made a loan of $3,000,000 to Inverloma
that matures on November 11, 2000, carries interest at five percent over the
U.S. prime rate or 15%, whichever is higher, and is convertible into equity in
Inverloma at any time after September 30, 1999. If the loan were converted into
equity, Centex International, Inc. could sell its equity position to 900
Development Corporation and could also sell a portion of its equity position to
each of the partners to prevent diluting their equity interests.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Centex's independent public accountants
for the fiscal year ended March 31, 2000 and has served as Centex's independent
public accountants since 1971. Centex's independent public accountants are
selected annually by the Board at its meeting held immediately following the
Annual Meeting of Stockholders. It is anticipated that the Board will select
Arthur Andersen LLP as Centex's independent public accountants for the current
year.

Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting, with the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions from
stockholders of Centex.

- 19 -

STOCKHOLDERS PROPOSALS

Centex's 2001 Annual Meeting of Stockholders is scheduled to be held on
July 26, 2001. In order to be considered for inclusion in Centex's proxy
material for that meeting, stockholder proposals must be received at Centex's
executive offices, addressed to the attention of the Secretary, not later than
February 26, 2001.

FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF
CENTEX'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2000,
INCLUDING THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO CENTEX
CORPORATION, ATTENTION: RAYMOND G. SMERGE, SECRETARY, 2728 N. HARWOOD, DALLAS,
TEXAS 75201, (214) 981-5000.

By Order of the Board of Directors

RAYMOND G. SMERGE
Executive Vice President, Chief Legal
Officer, General Counsel and
Secretary

Dallas, Texas
June 26, 2000

- 20 -

APPENDIX A

CENTEX CORPORATION

AUDIT COMMITTEE CHARTER

1. PURPOSE.

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Centex Corporation (the "Corporation") shall be charged with
assisting the Board in discharging its responsibility to ensure the accuracy and
integrity of the Corporation's financial reporting system. In particular, the
Committee shall oversee the participation of management and the independent
accountants of the Corporation in the public financial reporting process.

Among other things, the Committee shall assist the Board by reviewing
and making recommendations with respect to:

o periodic financial reports disseminated by the Corporation to
the public including, by way of example, the financial
statements included in the Corporation's Annual Reports on
Form 10-K and annual report to stockholders;

o the Corporation's basic systems of internal controls regarding
auditing, accounting and legal compliance; and

o the Corporation's auditing, accounting and financial reporting
processes generally.

Consistent with this function, the Committee shall endeavor to encourage
continuous improvements of, and foster adherence to, the Corporation's auditing,
accounting and financial reporting policies and procedures at all levels.

2. MEMBERSHIP.

The Committee shall consist of at least three directors.

Each member of the Committee shall be "independent" (as that term is
defined in Section 303.01(B)(2)(a) and (B)(3) of the New York Stock Exchange
Corporate Governance Standards), and shall not have any relationship to the
Corporation that may interfere with the exercise of his or her independence from
management and the Corporation. In addition, each member of the Committee shall
be financially literate (or shall become "financially literate" within a
reasonable period of time after appointment to the Committee) and at least one
member of the Committee shall have "accounting or related financial management
expertise" (as such terms are used in Section 303.01(B)(2)(b) and (B)(2)(c) of
the NYSE Corporate Governance Standards), in each case as the Board interprets
such qualifications in its business judgment.

The Board shall appoint the members of the Committee at the Board
meeting ("Annual Meeting") held in conjunction with the annual stockholders
meeting, and each Committee member shall serve until the next Annual Meeting
unless prior thereto he or she (x) resigns as a member of the Committee, (y) is
removed or replaced by a majority vote of the members of the Board or (z) ceases
to be a director, in which event the Board shall appoint another director to
fill such unexpired term. Further, if for any reason the Board does not appoint
members to the

A-1

Committee at an Annual Meeting, the directors who then comprise the Committee
will continue to serve as members of the Committee until new members are
appointed by the Board, subject to clauses (x), (y) and (z) above.

3. OPERATION.

The following rules and procedures shall govern the operation of the
Committee:

A majority of the members of the Committee shall constitute a quorum
for the transaction of business. Action by the Committee shall be official if
approved by a vote of a majority of the members present at any meeting at which
a quorum is present. Except as otherwise required by law or stock exchange rule,
the Committee may, without a meeting, authorize or approve any action by written
instrument signed by all of the members. Any written memorandum signed by all
members of the Committee shall have the same force and effect as a formal
resolution adopted in open meeting of the Committee.

The Board shall elect one of the members of the Committee to act as
chairperson of the Committee (the "Chairperson"). Such member shall act as
Chairperson until the next Annual Meeting unless prior thereto he or she (x)
resigns as Chairperson, (y) is removed or replaced by the Board or (z) ceases to
be a director, in which event the Board shall appoint another member of the
Committee to serve as Chairperson for the unexpired term. The Chairperson shall
preside over all meetings of the Committee. In addition, the Chairperson shall
periodically report the Committee's findings and conclusions to the Board. The
Board may, in its discretion, elect another member of the Committee as
vice-chairperson, to serve in the stead of the Chairperson if he or she is
unavailable, unwilling or unable to act.

The Committee shall maintain minutes of its meetings and written
records of its actions. Members may participate and hold a meeting of the
Committee by means of telephone conference or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in such a meeting constitutes presence in person at such meeting.

The Committee shall meet as scheduled by the Chairperson, as frequently
as circumstances dictate. The Committee shall meet at least one time each year
with the Corporation's director of internal audit and the independent
accountants in separate executive sessions to discuss any matters that the
Chairperson or any other member of the Committee believes should be discussed
privately.

The Committee may, at its discretion, engage such independent
consultants as it deems appropriate and may invite to all or part of any
Committee meeting such representatives of independent consultants, members of
management, or other persons as the Committee shall deem necessary or
appropriate.

4. DUTIES AND RESPONSIBILITIES.

To fulfill its purpose as described above, the Committee shall have the
following specific duties and responsibilities:

General Responsibilities. The Committee shall:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

A-2

o Assist the Board in fulfilling its fiduciary responsibilities
to the stockholders with respect to matters relating to the
Corporation's accounting, reporting, audit, legal compliance
and internal control process.

o Provide an open and timely avenue of communication among the
independent accountants, financial and senior management, the
internal audit department, and the Board.

o Report Committee actions to the Board and make appropriate
recommendations.

o Conduct or authorize investigations into matters within the
Committee's scope of responsibility. The Committee is
authorized to retain independent counsel, accountants or
others it needs to assist in an investigation.

Independent Accountants. The Corporation's independent accountants are
ultimately accountable to the Board and the Committee, and the Committee and the
Board have the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside accountant. With respect to the
Corporation's independent accountants, the Committee shall:

o Recommend to the Board the selection of the independent
accountants for the annual audit and for quarterly reviews,
considering such factors as the Committee deems to be
relevant, including the independence and effectiveness of the
independent accountants. The selection of the independent
accountants shall be ratified by the stockholders of the
Corporation if the Board so directs.

o Recommend to the Board the dismissal of independent
accountants when circumstances warrant. The dismissal of the
independent accountants shall be subject to approval by the
Board.

o Ensure that the independent accountants submit on a periodic
basis (but not less than annually) to the Committee a formal
written statement or report (the "Accountants' Independence
Report") delineating all relationships between the independent
accountants and the Corporation.

o Actively engage in a dialogue with the independent accountants
with respect to any relationships or services disclosed to the
Committee (whether in the Accountants' Independence Report or
otherwise) that may impact the objectivity and independence of
the independent accountants.

o Recommend that the Board take appropriate action in response
to the Accountants' Independence Report to satisfy itself of
the independent accountants' independence.

o On an annual basis, review fees paid to the independent
accountants and the effect of any such fees on the
accountants' independence, including a review of management
consulting services provided by the independent accountants.

o Review the planned arrangements and scope of the annual audit.

o Review the coordination efforts of the independent accountants
with the internal audit department.

o Inquire as to:

(a) any serious difficulties or disputes encountered
during the course of the external audit, including
any restrictions on the scope of work or access to
required information, and

A-3

(b) any significant disagreement among management and the
independent accountants or the internal audit
department in connection with the preparation of the
financial statements.

o Discuss any other item related to the audit procedures or
findings that Generally Accepted Auditing Standards require
the independent accountants to discuss with the Committee.

Financial Reporting Process. With respect to matters affecting the
financial reporting process, the Committee shall:

o Request that the independent accountants provide the Committee
with a timely notification and analysis of significant
financial reporting issues together with their resolutions.

o Inquire of management, the internal audit department and the
independent accountants about significant risks and exposures.

o Consider the independent accountants' judgments about the
quality and appropriateness, not just the acceptability, of
the Corporation's accounting principles and financial
disclosures.

o Consider major changes to the Corporation's auditing and
accounting principles and practices as suggested by
management, the independent accountants, or the internal audit
department.

Financial Statements, Reports and Other Document. The Committee shall:

o Review the Corporation's annual financial statements, related
notes and the independent accountant's report, and resolve any
questions with management, and if required, with the
independent accountants.

o Review the independent accountants' audit of and report on the
annual financial statements.

o Review annual filings with the SEC and other published
documents containing the Corporation's financial statements
and resolve any questions with management, and if required,
with the independent accountants.

o For quarterly financial reports, discuss matters required by
SAS 61 with management and the independent accountants before
the Form 10-Q is filed with the SEC and resolve any questions
with management, and if required, with the independent
accountants. Quarterly discussions with the independent
accountants and management may be conducted with the Committee
or its Chairperson.

o Include a report in the Corporation's proxy statement
disclosing whether the Committee has reviewed and discussed
the audited annual financial statement of the Corporation with
management and discussed certain matters with the independent
accountants. The report will reflect whether:

(a) The Committee has reviewed and discussed the audited
financial statements with management;

(b) The Committee has reviewed and discussed with the
independent accountants the matters required to be
discussed by SAS 61, as may be modified or
supplemented;

A-4

(c) The Committee has received the written disclosures
and the letter from the independent accountants
required by Independent Standards Board Standard No.
1 (Independent Discussions with Audit Committees), as
may be modified or supplemented, and has discussed
with the accountants the accountants' independence;
and

(d) Based on the review and discussions described above,
the Committee has recommended to the Board that the
audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the last
fiscal year for filing with the Securities and
Exchange Commission.

o Disclose in the Corporation's proxy statement that the
Committee is governed by a written charter. The charter will
be included as an appendix to the proxy statement at least
once every three years beginning with the proxy statement for
the 2000 annual meeting of stockholders of the Corporation.

o Disclose in the Corporation's proxy statement that the members
of the Committee are independent as defined in Sections
303.01(b)(2)(a) and (B)(3) of the NYSE Corporate Governance
Standards.

o With respect to any changes to the composition of the
Committee, and otherwise approximately once each year, ensure
that the Corporation provides the NYSE with written
confirmation regarding: (1) any determination that the Board
has made regarding the independence of directors pursuant to
NYSE listing standards; (2) the financial literacy of the
Committee members; (3) the determination that at least one of
the Committee members has accounting or related financial
management expertise; and (4) the annual review and
reassessment of the adequacy of the committee charter.

Financial Controls. The Committee shall:

o Review with the independent accountants and the internal audit
department the adequacy of the Corporation's internal
controls, including computerized information systems controls
and security.

o Discuss with management and the independent accountants any
significant findings and recommendations made by the
independent accountants together with management's responses.

o Review the need for changes or improvements, including
improvements in efficiency, to financial and accounting
practices and controls.

Internal Audit. The Committee shall:

o Discuss with management and the internal audit department any
significant findings during the year and management's response
to them.

o Review the internal audit department's plan, scope, budget and
staffing.

o Review the adequacy of the organizational structure and
qualifications of the internal audit department.

Periodic Responsibilities. The Committee shall:

o Review the Committee's charter and responsibilities.

A-5

o Annually review the Committee's proceedings, methodology and
function and institute appropriate changes to improve
performance or reflect changes in the business environment.

o Review with the Corporation's general counsel significant
legal compliance matters, including corporate securities
trading policies.

A-6

3333 HOLDING CORPORATION
2728 N. HARWOOD
DALLAS, TEXAS 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 27, 2000

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 3333
Holding Corporation, a Nevada corporation ("Holding"), will be held in the
auditorium of the Dallas Museum of Art, 1717 North Harwood, in the City of
Dallas, Texas on Thursday, July 27, 2000 at 10:00 a.m. (C.D.T.) for the
following purposes.

(1) To elect four directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualified.

(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors of Holding has fixed the close of business on June
8, 2000 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. Only
stockholders of record at the close of business on the record date are entitled
to notice of and to vote at the meeting. The transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to sign, date and mail promptly
the accompanying form of Holding proxy, so that your Holding shares may be
represented and voted at the meeting. Your Holding proxy will be returned to you
if you choose to attend the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 26, 2000

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF 3333
HOLDING CORPORATION AND CENTEX CORPORATION. TO ENSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

- 21 -

3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 27, 2000

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of 3333 Holding
Corporation, a Nevada corporation ("Holding"), for use at the Annual Meeting of
Stockholders of Holding to be held on July 27, 2000, and at any adjournment
thereof (the "Annual Meeting"). The mailing address of the executive offices of
Holding is 2728 N. Harwood, Dallas, Texas 75201. The approximate date on which
this proxy statement and accompanying proxy were first sent to stockholders was
on or about June 26, 2000.

PURPOSES OF THE MEETING

At the Annual Meeting, action will be taken upon the following matters:

(1) Election of a board of four directors to serve until the next
Annual Meeting of Stockholders or until their successors are
elected and qualified.

(2) Such other business as may properly come before the Annual Meeting
or any adjournment thereof.

The Board of Directors of Holding does not know of any matter that may be
acted upon at the Annual Meeting other than the matter set forth in item (1)
above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF HOLDING (THE "BOARD" OR THE "BOARD OF DIRECTORS")
RECOMMENDS A VOTE FOR THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR OF HOLDING
NAMED IN THE ACCOMPANYING HOLDING PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex Corporation, a Nevada corporation ("Centex"),
distributed as a dividend to its stockholders (through a nominee, the "Nominee")
all of the 1,000 issued and outstanding shares of common stock, par value $.01
per share, of Holding("Holding Common Stock"), and all of the 900 issued and
outstanding warrants (the "Stockholder Warrants") to purchase Class B Units of
limited partnership interest in Centex Development Company, L.P., a Delaware
limited partnership ("CDC"). 3333 Development Corporation, a Nevada corporation
("Development") and a wholly-owned subsidiary of Holding, is the general partner
of CDC.

- 22 -

by such stockholder bears to the total number of shares of Centex Common Stock
outstanding from time to time. This beneficial interest of the Holding
stockholders is not represented by a separate certificate or receipt. Instead,
each Centex Stockholder's beneficial interest in such pro rata portion of the
shares of Holding Common Stock and the Stockholder Warrants 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. These restrictions on
transfer are imposed by the terms of a nominee agreement (the "Nominee
Agreement") by and among Centex, Holding, CDC and the Nominee. Centex Common
Stock certificates issued after the date of the Nominee Agreement bear a legend
referring to the restrictions on transfer imposed thereby.

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF 3333
HOLDING CORPORATION AND CENTEX CORPORATION. TO ENSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting is the close of business on June 8, 2000. On
the record date, the issued and outstanding capital stock of Holding entitled to
vote at the Annual Meeting consisted of 1,000 shares of Holding Common Stock.
See "Tandem Securities."

Each share of Holding Common Stock is entitled to one vote upon the
election of directors and each other matter that may be properly brought before
the meeting or any adjournment thereof. Neither the Articles of Incorporation,
as amended, nor the By-laws of Holding provide for cumulative voting rights. The
presence at the Annual Meeting, in person or by proxy, of a majority of the
outstanding shares of Holding Common Stock is necessary to constitute a quorum.
Abstentions and, by definition, broker non-votes will be counted as present for
the purpose of establishing a quorum.

Shares represented by valid proxies will be voted at the Annual Meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the
directors named in the proxy. The Board does not intend to present, and has no
information that others will present, any business at the meeting other than as
set forth in the attached Notice of Annual Meeting of Stockholders of Holding.
However, if other matters requiring the vote of stockholders come before the
meeting, it is the intention of the persons named in the accompanying form of
Holding proxy to vote the proxies held by them in accordance with their best
judgment in such matters. Any stockholder of Holding has the unconditional right
to revoke his, her of its Holding proxy at any time prior to the voting thereof
by submitting a later-dated proxy, by attending the Annual Meeting and voting in
person or by written notice to Holding addressed to Raymond G. Smerge,
Secretary, 3333 Holding Corporation, 2728 N. Harwood, Dallas, Texas 75201;
however, no such revocation will be effective until such notice of revocation
has been received by Holding at or prior to the Annual Meeting.

The cost of solicitation of proxies for the Annual Meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers of Holding or by officers and other employees of Centex,
who will receive no additional compensation therefor. See "Executive
Compensation." To aid in the solicitation of proxies, the firm of Georgeson &
Company Inc. has been retained by Centex and will be paid by Centex a fee of
approximately $8,500 plus out-of-pocket expenses. See "Tandem Securities."
Centex will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners.

- 23 -

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of June 8, 2000 with
respect to the beneficial ownership of the equity securities of Holding by each
director, director nominee and executive officer named in the Summary
Compensation Table under "Executive Compensation," individually itemized, all
directors, director nominees and officers of Holding as a group, and any person
known to Holding to be the beneficial owner of more than five percent of any
class of Holding's voting securities. Except as otherwise indicated, all Holding
Common Stock is owned directly, and the owner thereof has the sole voting and
investment power with respect thereto.

HOLDING COMMON STOCK (1)
------------------------------------------------------
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL HOLDER BENEFICIALLY OWNED OF CLASS
- ---------------------------------------------------------- ------------------------------- --------------------

Richard C. Decker......................................... 1 *

Josiah O. Low, III........................................ - *

David M. Sherer........................................... - *

Stephen M. Weinberg....................................... 1 *

Roger O. West............................................. - *

All directors, director nominees and named executive
officers as a group (5 persons)........................... 2 *

Centex Corporation (2).................................... 100 9.09%
2728 N. Harwood
Dallas, Texas 75201

FMR Corp. (3)............................................. 91 9.05%
82 Devonshire Street
Boston, Massachusetts 02109-3614

Sanford C. Bernstein & Co., Inc........................... 59 5.87%
767 Fifth Avenue
New York, New York 10153

- ------------

* Less than 1%.

(1) Record title to the Holding Common Stock is held by the
Nominee for the benefit of Centex Stockholders pursuant to the
Nominee Agreement. See "Tandem Securities." However, the
Nominee has no power to vote (absent instruction) or to direct
the investment of the Holding Common Stock. The number of
shares of Holding Common Stock listed as being beneficially
owned has been rounded to the nearest whole share.

- 24 -

(2) Centex owns beneficially and of record warrants (the "Centex
Holding Stock Warrants") to purchase 100 shares of Holding
Common Stock (subject to adjustment) at an exercise price of
$800 per share (subject to adjustment). The shares of Holding
Common Stock, which may be acquired upon the exercise of the
Centex Holding Stock Warrants as of the date when the
Stockholder Warrants become exercisable, which date Centex may
indirectly determine in its discretion, are not outstanding
but are included as "beneficially owned" pursuant to the rules
and regulations of the Securities and Exchange Commission (the
"SEC"). However, it has been assumed in connection with the
disclosure of such beneficial ownership that: (i) the Centex
Holding Stock Warrants are not subdivided or combined; and
(ii) the Holding Common Stock is not subdivided and a stock
dividend or stock split with respect to the Holding Common
Stock has not occurred, prior to the exercise of the Centex
Holding Stock Warrants.

(3) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 15) of FMR Corp. filed with the SEC on February
28, 2000 with respect to Centex Common Stock owned as of
February 23, 2000 (the "FMR 13G"). According to the FMR 13G,
such number includes 1,516,405 shares (approximately 25.80
shares of Holding Common Stock) over which FMR Corp. had the
sole power to vote or direct the vote and 5,321,355 shares
(approximately 90.53 shares of Holding Common Stock) over
which FMR Corp. had sole dispositive power.

(4) Based solely upon information contained in the Schedule 13G of
Sanford C. Bernstein & Co. ("Bernstein") filed with the SEC on
February 8, 2000 with respect to Centex Common Stock owned as
of December 31, 1999 (the "Bernstein 13G"). According to the
Bernstein 13G, such number includes 1,306,775 shares
(approximately 22.23 shares of Holding Common Stock) over
which Bernstein had sole voting or dispositive power, 416,340
shares (approximately 7.08 shares of Holding Common Stock)
over which Bernstein had shared voting power and 3,449,075
shares (approximately 58.68 shares of Holding Common Stock)
over which Bernstein had sole dispositive power. According to
the Bernstein 13G, with respect to the 416,340 shares
(approximately 7.08 shares of Holding Common Stock) over which
Bernstein had shared voting power, Bernstein's clients have
appointed an independent voting agent which has instructions
to vote such shares in the same manner as Bernstein.

ELECTION OF DIRECTORS

In accordance with the By-laws of Holding, the Board has established
the number of directors to be elected at the meeting at four, which shall
constitute the entire Board. Unless contrary instructions are indicated on the
proxy, it is intended that the shares represented by the accompanying Holding
proxy will be voted for the election of the four nominees for director named
below or, if any such nominees should become unavailable, which is not
anticipated, for such substitute nominees as the Board shall designate. Each
director will hold office until the next annual election of directors or until
his successor is elected and qualified, subject to removal by the vote of the
holders of not less than two-thirds of the then outstanding shares of Holding
Common Stock. A plurality of votes cast at the Annual Meeting, in person or by
proxy, is required to elect each nominee. The Board recommends that stockholders
vote FOR the election of such nominees.

The four persons named below are the Board's nominees for election as
directors at the Annual Meeting. Mr. Low, Mr. Sherer, Mr. West and Mr. Weinberg
are currently directors of Holding. Mr. Low and Mr. Sherer were elected as such
by the stockholders at the 1999 Annual Meeting of Stockholders. Mr. West was
elected as a director on October 7, 1999 by the Holding directors. Effective
April 1, 2000 in accordance with the By-laws of Holding, the Holding directors
approved an increase in the size of the Board to five directors and elected Mr.
Weinberg to fill the newly-created vacancy. Mr. Decker, Chairman of the Board,
President and Chief Executive Officer of

- 25 -

Holding through March 31, 2000, has chosen not to stand for re-election as a
director of Holding. It is anticipated that the Board will approve a decrease in
the size of the Board to four directors at the next regularly scheduled meeting
of the Board following the Annual Meeting. The information appearing in the
following table regarding the nominees for director has been furnished to
Holding by the respective nominees.

POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH HOLDING SINCE MEMBERSHIP
- ------------------------------ ------------------------------- ---------------- ---------------------------

Josiah O. Low, III, 61 ....... None (1) 1987 Audit

David M. Sherer, 63........... None (2) 1987 Audit

Stephen M. Weinberg, 52....... President (3) 2000 -

Roger O. West, 55............. Chairman of the Board (4) 1999 Audit

- ------------

(1) Mr. Low has been Managing Director of Donaldson, Lufkin &
Jenrette Securities Corporation since February 1988. Mr. Low
is also a director of Development, CoStar Group, Inc., The
Musicland Group, Inc. and St. Laurent Paperboard, Inc.

(2) Mr. Sherer has been President of David M. Sherer and
Associates, Inc., a commercial real estate, development,
investment and brokerage firm for 24 years. Mr. Sherer is also
a director of Development.

(3) Mr. Weinberg is an employee of a subsidiary of Centex and has
been President and a director of both Holding and Development,
the general partner of CDC, since April 1, 2000. Mr. Weinberg
joined Centex in 1978 and held the positions of Centex Homes
Division President from 1984 to 1988 and Centex Homes
Executive Vice President from 1988 until 1995. In 1995 Mr.
Weinberg was appointed Chairman and Chief Executive Officer
for Centex HomeTeam Services, a Centex subsidiary, where he
served until his appointment as President of both Holding and
Development.

(4) Mr. West has been Chairman of the Board of both Holding and
Development since April 1, 2000, and a director of both
Holding and Development since October 1999. Mr. West has been
Executive Vice President and General Counsel of Healthcare
Realty Trust Incorporated, a real estate investment trust
listed on the New York Stock Exchange, since May 1994. Prior
to his current position, Mr. West was Managing Director of
Geary, Porter & West (now Geary, Porter and Donavon) and
managing director of predecessor firms, Geary, Glast &
Middleton and Geary, Stall & Spencer.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Holding's fiscal year ended March 31, 2000, the Board held four
meetings that were attended by all directors.

The Board has an Audit Committee, composed of three directors, none of
whom is an officer or employee of Holding or any of its subsidiaries, that
reviews the work of Holdings's management and independent auditors

- 26 -

pertaining to Holding's financial statements and performs such other duties and
functions as are deemed appropriate by the Audit Committee or the Board. During
Holding's fiscal year ended March 31, 2000, the Audit Committee held two
meetings that were attended by all members. Audit Committee members receive a
fee of $1,000 per year for serving on the committee. The Board of Directors does
not have a standing nomination committee.

Each member of the Board who is neither an officer nor an employee of
Holding or any of its subsidiaries or of Centex or any of Centex's subsidiaries
receives a retainer of $12,500 per year and $1,500 per meeting attended during
the fiscal year. In addition, Holding reimburses the directors for the
reasonable expenses incurred in attending directors and committee meetings.

The following are the key responsibilities of the Audit Committee:

o recommending the appointment of independent auditors to the Board of
Directors;

o reviewing the scope of the independent auditors' examination and the
scope of activities of the internal audit department;

o reviewing Holding's basic systems and internal controls regarding
auditing, accounting and legal compliance;

o reviewing Holding's audited financial statements and interim
financial statements;

o preparing a report for inclusion in Holding's proxy statement
regarding review of audited financial statements for the last fiscal
year which includes a statement on whether it recommended that the
Board include those financial statements in the Annual Report on Form
10-K (the Audit Committee's report for fiscal year 2000 is reproduced
below);

o reviewing and assessing the adequacy of the Audit Committee's Charter
annually and recommending revisions to the Board.

The Audit Committee meets separately with the independent auditors and with
members of the internal audit staff, outside the presence of Holding's
management or other employees, to discuss matters of concern, to receive
recommendations or suggestions for change and to exchange relevant views and
information. The Audit Committee and the Board of Directors are ultimately
responsible for the selection, evaluation and replacement of the independent
auditors.

Holding's Audit Committee Charter is attached as Appendix A.

- 27 -

REPORT OF AUDIT COMMITTEE

To the Board of Directors of 3333 Holding Corporation:

We have reviewed and discussed with management 3333 Holding Corporation's
audited financial statements as of and for the year ended March 31, 2000.

Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in 3333 Holding Corporation's Annual Report on Form 10-K for the year ended
March 31, 2000.

AUDIT COMMITTEE OF THE 3333 HOLDING CORPORATION BOARD OF DIRECTORS

Josiah O. Low, III, Chairman
David M. Sherer
Roger O. West

May 24, 2000

- 28 -

EXECUTIVE COMPENSATION

Neither Holding nor Development has any full-time employees. The directors
and executive officers of Holding, who hold the same directorships and offices
in Development, perform all executive management functions for Holding and
Development. Services required by Holding and CDC in their operations are also
provided pursuant to a services agreement and a management agreement,
respectively. See "Certain Transactions." The executive officers of Holding did
not receive any remuneration from Holding, Development or CDC for the fiscal
year ended March 31, 2000. Directors of Holding who are neither officers nor
employees of Holding, Centex or any of their subsidiaries receive compensation
from Holding in the form of director's fees. See "Election of Directors - Board
Meetings, Fees, Committees and Attendance Records." During fiscal year 2000,
each executive officer of Holding received remuneration in the form of cash and
incentive compensation from Centex or one of its subsidiaries in his or her
capacity as a director, officer or employee thereof.

During fiscal year 2000, Richard C. Decker, Chairman of the Board,
President and Chief Executive Officer of Holding through March 31, 2000, and
Kimberly A. Pinson, Vice President, Treasurer, Controller and Assistant
Secretary of Holding through June 16, 2000 devoted a majority of their time and
attention to the management of Holding and its subsidiaries. Mr. Decker and Ms.
Pinson, who were the only executive officers of Holding during fiscal year 2000,
provided such services to Holding and its subsidiaries on behalf of and in their
capacities as officers and employees of subsidiaries of Centex, pursuant to the
management agreement described above and were compensated by a subsidiary of
Centex. The following table sets forth the cash and noncash compensation for
each of the last three fiscal years (or such shorter period of time during which
such person was an officer of Holding) awarded to or earned by the Chief
Executive Officer of Holding.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
------------------------- ------------------------
NAME AND FISCAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS($) (1) OPTIONS/SARS (#) COMPENSATION ($) (2)
- -------------------------------- ------- ----------- ------------- ------------------------ -----------------------

Richard C. Decker, (3) 2000 $290,000 $190,000 5,000 (4) $28,568
Chairman of the Board, 1999 275,000 175,000 10,000 (5) 27,256
President and Chief
Executive Officer

- ------------

(1) Cash bonuses for services rendered in fiscal years 2000 and
1999 have been listed in the year earned, but were actually
paid in the following fiscal year.

(2) Except as noted below, this amount represents Centex
contributions to, and forfeitures allocated to, the account of
the recipient under the Profit Sharing Plan and Retirement
Plan of Centex, a defined contribution plan, which accrued
amounts are 40% vested in Mr. Decker as of March 31, 2000. The
compensation for Mr. Decker for fiscal years 2000 and 1999
also includes contributions accrued pursuant to the Centex
Corporation Amended and Restated Supplemental Executive
Retirement Plan in the amounts of $12,745 and $11,500,
respectively, which accrued amounts are 40% vested in Mr.
Decker as of March 31, 2000.

- 29 -

(3) Mr. Decker was elected an executive officer of Holding in
fiscal year 1999 and resigned as Chairman of the Board, Chief
Executive Officer and President of Holding effective March 31,
2000. Effective April 1, 2000, Roger O. West was elected
Chairman of the Board and Stephen M. Weinberg was elected
President of Holding.

(4) This option to receive shares of Centex Common Stock ("Centex
Option") was granted effective April 3, 2000, but is included
for fiscal year 2000 because the grant related to performance
goals achieved during fiscal year 2000. This Centex Option
represents approximately .09 shares of Holding Common Stock.

(5) This Centex Option represents approximately .17 shares of
Holding Common Stock.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (1) (2)

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------------ -----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR (3) ($/SH) (4) DATE 5% ($) 10% ($)
- -------------------- --------------- ----------------- ----------- ------------- -------------- ------------

Richard C. Decker 5,000 (5) .3% $23.81 4/2/10 $75,000 $190,150

- ------------

(1) The Centex Option was granted effective April 3, 2000, but is
included for fiscal year 2000 because the grants related to
performance goals achieved during fiscal year 2000.
Accordingly, information regarding the Centex Option granted
effective April 1, 1999 relating to performance goals achieved
for fiscal year 1999 (which was disclosed in Holding's 1999
proxy statement under "Option/SAR Grants in Last Fiscal Year")
is not included.

(2) Amounts set forth in the table reflect the number and value of
shares and options only. Centex has issued no SARs.

(3) Percentage represents the Centex Option divided by the total
number of options granted to employees of Centex and its
subsidiaries. Mr. Decker is an employee of a subsidiary of
Centex.

(4) These options were granted under the Centex Corporation
Amended and Restated 1987 Stock Option Plan at $23.81 per
share, the fair market value on the date of grant. The
exercise price is equal to the closing trading price of Centex
Common Stock on March 31, 2000. This option is exercisable 20%
on the date of the grant and 20% on the four following
anniversary dates of the grant.

(5) This Centex Option represents approximately .09 shares of
Holding Common Stock.

- 30 -

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES (1)

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FY-END (#) (2) AT FY-END ($) (3)
----------------------------- ------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------------- --------------- ------------- --------------- ------------- ----------------

Richard C. Decker -- $ -- 23,600 (4) 60,400 (5) $187,875 $438,375

- ------------

(1) Amounts set forth in the table reflect the number and value of
shares of Centex Common Stock and Centex Options only. Centex
has issued no SARs.

(2) Includes an option as unexercisable that was granted effective
April 3, 2000 based upon the achievement of performance goals
for fiscal year 2000. See "Option/SAR Grants in Last Fiscal
Year" on page 30.

(3) Represents the difference between the closing pricing of
Centex Common Stock on March 31, 2000 of $23.81 per share and
the exercise price of such options.

(4) These Centex Options represent a total of approximately .40
shares of Holding Common Stock.

(5) These Centex Options represent a total of approximately 1.03
shares of Holding Common Stock.

COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

None of Holding's directors, officers or employees has any relationship
requiring disclosure under Item 402(j) of Regulation S-K.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION

Holding does not have a compensation committee, stock option committee or
any other committee performing similar functions. Holding's Board does not make
or influence any decision regarding the cash or noncash compensation paid to the
executive officers of Holding. Rather, as previously explained, all compensation
earned by Holding's executive officers is paid by affiliates of Centex. See
"Executive Compensation." As long as the executive officers of Holding are
compensated by Centex or its affiliates, Holding does not intend to provide any
other compensation to such individuals. Because Holding cannot influence or
affect the amount or form of such compensation paid to Holding's executive
officers, no report is provided herein.

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PERFORMANCE GRAPH

As describe in "Tandem Securities," the record owner of the 1,000 issued
and outstanding shares of Holding Common Stock is the Nominee, who holds such
stock pursuant to the Nominee Agreement on behalf of and for the benefit of
Centex Stockholders. Thus, each Centex Stockholder owns a beneficial interest in
a portion of the 1,000 shares of Holding Common Stock held by the Nominee, which
shares are currently tradeable only in tandem with, and as a part of, each such
Centex Stockholder's Centex Common Stock. As a consequence of the foregoing and
because the beneficial interests in the 1,000 shares of Holding Common Stock do
not have any separate ascertainable value, no performance graph is provided
herein. Stockholders desiring to review the five-year stock performance of
Centex Common Stock are directed to the "Performance Graph" section on page 18
of the Centex Proxy Statement.

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Holding's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of Holding's equity securities to file
initial reports of ownership reports of changes in ownership, and annual reports
of ownership with the SEC and the New York Stock Exchange. Such persons are
required by SEC regulation to furnish Holding with copies of all Section 16(a)
forms that they file with the SEC.

Based solely on its review of the copies of such forms received by it with
respect to fiscal year 2000, or written representations from certain reporting
person, Holding believes that its directors and executive officers, and persons
who beneficially own more than 10% of a registered class of Holding's equity
securities have complied with all filing requirements required by Section 16(a)
for fiscal year 2000 applicable to such persons.

CERTAIN TRANSACTIONS

Holding entered into a service agreement in May 1987 with Centex Service
Company, a wholly-owned subsidiary of Centex ("CSC"), whereby CSC agreed to
provide certain tax, accounting and other similar services for Holding at a fee
of $2,500 per month. In April 1998, the services agreement was amended to
include certain real estate development and management services and the related
fee was increased to $30,000 per month. Service fees of $360,000 were paid
pursuant to this agreement for fiscal year 2000.

CDC has entered into an agreement with Holding to provide management
services to CDC in connection with the development, operation and maintenance of
CDC property and other administrative services. Management fees and reimbursable
costs totaling $583,000 were incurred under this agreement during fiscal year
2000.

In fiscal year 2000, CDC sold to Centex Homes certain tracts of land for
$5,373,000. Centex Homes has agreements to purchase an additional 103 lots from
CDC.

During fiscal year 1998, the partnership agreement governing CDC was
amended to allow for the issuance of a new class of limited partnership units,
Class C Preferred Partnership Units ("Class C Units"), to be issued in exchange
for assets acquired from a limited partner or from an entity that is to be
admitted as a limited partner. Centex Homes, a general partnership wholly-owned
by Centex Real Estate Corporation ("CREC") and subsidiaries of CREC, is
currently the sole limited partner of CDC. During fiscal year 2000, CDC acquired
assets valued at $8,095,000 from Centex Homes in exchange for 8,095 Class C
Units.

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In July 1995, at the combined Annual Meeting of Stockholders of Centex and
Holding, Centex Stockholders approved the proposal to extend until November 30,
2007 the detachment date of the Holding Common Stock. Also, in July 1995 the
sole limited partner of CDC, the then holder of all Class A Units, waived
cumulative preference accruals owed by CDC of $37.5 million and reduced its
unrecovered capital in CDC to $47.3 million, which became the new basis for
future preference accruals. Unrecovered capital was further reduced by capital
distributions in fiscal years 1996 and 1997 totaling $14.5 million. During
fiscal year 1998, CDC made preference payments to its limited partner totaling
$4.5 million. During fiscal years 1999 and 2000, CDC made no preference payments
to its limited partner. At June 1, 2000, unpaid preferred return totaled $15.9
million.

In April 1998 a 49% owned subsidiary of CDC purchased all of the assets of
an indirect subsidiary of CREC consisting of real estate development properties
for $3,112,000, the book value of such properties. In connection with the
transaction, the CDC subsidiary had the capacity to borrow up to $500,000 on a
revolving basis from Centex.

During fiscal year 2000 operating subsidiaries of CDC executed two separate
construction contracts with certain of Centex's construction subsidiaries in the
aggregate amount of $14.9 million for the construction of an office building and
a community style recreational ice skating center. During such fiscal year, the
CDC subsidiaries paid Centex's construction subsidiaries a total of $23.5
million pursuant to such construction contracts and pursuant to other
construction contracts executed in prior fiscal years. Additionally, during
fiscal year 2000, in connection with third-party construction loans made to CDC
operating subsidiaries for the construction financing for nine development
projects, CDC operating subsidiaries paid an aggregate of $186,000 in title
insurance premiums and escrow fees to Centex title insurance subsidiaries.

On April 15 1999 Centex Development Company UK Limited ("CDCUK"), a
wholly-owned subsidiary of CDC, purchased all of the voting shares of Fairclough
Homes Group Limited, a British home builder ("Fairclough"), for approximately
$225 million. In connection with the Fairclough acquisition, CDC guaranteed
certain obligations of CDCUK, including payment under two promissory notes that
CDCUK delivered to the seller for the purchase price, and payment of the
preferred stock dividends due to the seller from April 1, 1999 through March 31,
2001. The CDC guaranty is augmented with an undertaking by Centex Homes, the
sole limited partner of CDC, that if CDC does not have sufficient funds to
satisfy its obligations, Centex Homes will make such capital contributions to
CDC as are necessary to enable CDC to satisfy such obligations. Further,
supplementing the undertaking by Centex Homes, Centex agreed that if Centex
Homes does not perform its obligations, Centex will take appropriate action to
cause the performance of those obligations.

Payment of the negotiable note is primarily secured by a letter of credit
issued by a United Kingdom bank. In order to procure such letter of credit, CDC
guaranteed payment of the principal amount when due to the bank. Centex also
provided an assurance to the bank that if CDC does not meet its obligations,
Centex will cause CDC to have sufficient funds for CDC to perform its
obligations, primarily through Centex's purchase of limited partnership units in
CDC.

Centex has made limited guarantees relating to a number of CDC's
construction and permanent project loans. At March 31, 2000, these guarantees
totaled $3.4 million and are payable only in the event of default by CDC under
its obligations as a limited guarantor on these loans.

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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Holding's independent public accountants for
the fiscal year ended March 31, 2000 and has served as independent public
accountants for Holding since its incorporation in May 1987. Holding's
independent public accountants are selected annually by the Board at the Board's
first meeting held subsequent to the Annual Meeting of Stockholders. It is
expected that the Board will select Arthur Andersen LLP as Holding's independent
public accountants for the current year.

Representatives of Arthur Andersen LLP are expected to be present at the
meeting, with the opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions from stockholders of
Holding.

STOCKHOLDERS PROPOSALS

Holdings's 2001 Annual Meeting of Stockholders is scheduled to be held on
July 26, 2001. In order to be considered for inclusion in Holdings's proxy
material for that meeting, stockholder proposals must be received at Holding's
executive offices, addressed to the attention of the Secretary, not later than
February 26, 2001.

FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF HOLDING'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2000, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO CENTEX CORPORATION,
ATTENTION: RAYMOND G. SMERGE, SECRETARY, 2728 N. HARWOOD, DALLAS, TEXAS 75201,
(214) 981-5000.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 26, 2000

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APPENDIX A

3333 HOLDING CORPORATION

AUDIT COMMITTEE CHARTER

1. PURPOSE.

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of 3333 Holding Corporation (the "Corporation") shall be charged with
assisting the Board in discharging its responsibility to ensure the accuracy and
integrity of the Corporation's financial reporting system. In particular, the
Committee shall oversee the participation of management and the independent
accountants of the Corporation in the public financial reporting process.