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                                                        3333 HOLDING EXHIBIT 24b
                                                                    



                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with
full power of substitution in the premises, as the undersigned's true and lawful
agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission, Company's Registration Statement on Form
S-8 (and related reoffer prospectus) relating to the reoffer of all shares of
Common Stock, par value $0.25 per share, of Centex Corporation that are now held
or will be held by affiliates of the Company, which shares were received or will
be received by them pursuant to the exercise of stock options under the Centex
Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex
Corporation Stock Option Plan (and corresponding beneficial interests in the
Company's Common Stock), together with any and all amendments to such
Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of February, 1999.




                                             /s/ JOSIAH O. LOW, III
                                             -----------------------------------
                                             Josiah O. Low, III
                                             Director
                                             3333 Holding Corporation




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                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with
full power of substitution in the premises, as the undersigned's true and lawful
agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares
of Common Stock, par value $0.25 per share, of Centex Corporation that are now
held or will be held by affiliates of the Company, which shares were received or
will be received by them pursuant to the exercise of stock options under the
Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex
Corporation Stock Option Plan (and corresponding beneficial interests in the
Company's Common Stock), together with any and all amendments to such
Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of February, 1999.




                                                   /s/ DAVID M. SHERER
                                                   -----------------------------
                                                   David M. Sherer
                                                   Director
                                                   3333 Holding Corporation