content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1999
  
                             Registration Nos. 333-____; 333- ____; and 333- ____
  ------------------------------------------------------------------------------
  
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                 -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  
  <TABLE>
  <S>                                                               <C>
                                                                                     3333 HOLDING CORPORATION AND                 
                    CENTEX CORPORATION                                               CENTEX DEVELOPMENT COMPANY, L.P.               
  (Exact name of registrant as specified in its charter)            (Exact name of registrants as specified in their charters)  
                                                                                                                                
                         NEVADA                                                     NEVADA AND DELAWARE, RESPECTIVELY              
              (State or other jurisdiction of                                        (State or other jurisdiction of               
               incorporation or organization)                                         incorporation or organization)                
                                                                                                                                
                        75-0778259                                                 75-2178860 and 75-2168471, RESPECTIVELY           
                     (I.R.S. Employer                                               (I.R.S. Employer Identification No.)             
                    Identification No.)                                                                                             
                                                                        
                    2728 NORTH HARWOOD                                                    3100 MCKINNON, SUITE 370                   
                   DALLAS, TEXAS 75201                                                       DALLAS, TEXAS 75201                     
  (Address of principal executive offices, including zip code)           (Address of principal executive offices, including zip code)
  </TABLE>
  
  
  
  
                                --------------------
  
  AMENDED AND RESTATED 1998 CENTEX CORPORATION EMPLOYEE NON-QUALIFIED STOCK OPTION
                                        PLAN
                              (Full title of the plan)
  
  
                                 RAYMOND G. SMERGE
            EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
                                 2728 NORTH HARWOOD
                                DALLAS, TEXAS 75201
                      (Name and address of agent for service)
  
                                   (214) 981-5000
           (Telephone number, including area code, of agent for service)
  
  <TABLE>
  <CAPTION>
                          CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
                                                                       Proposed maximum        Proposed maximum
             Title of                             Amount to be        offering price per      aggregate offering         Amount of
    securities to be registered                   registered              share (1)               price (1)          registration fee
  ------------------------------------------   -------------------    ------------------      ------------------     ----------------
  
  <S>                                          <C>                  <C>                      <C>                   <C>
  Common Stock, $.25 par value                                                                              
  per share                                      1,500,000 shares       $  35.84375             $  53,765,625            $  14,947
  ------------------------------------------   -------------------   -------------------      ------------------    -----------------
  Beneficial Interests in 1,000 shares of
  Common Stock of 3333 Holding                      ---                 $  ---                  $  ---                   $  ---
  Corporation(2)
  ------------------------------------------   -------------------   -------------------      ------------------    -----------------
  Beneficial Interests in 900 Warrants to
  Purchase Class B Units of Limited                 ---                 $  ---                  $  ---                   $  ---
  Partnership Interest in Centex
  Development Company, L.P. (2)
  ===================================================================================================================================
  </TABLE>
  
  
  
  
  <PAGE>   2
  
  
  
  
  (1)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h)(1), and computed on the basis of the average of
        the high and low sales prices of the Common Stock included in the New
        York Stock Exchange Composite Transactions Report for March 9, 1999 as
        published by The Wall Street Journal, which was $35.84375 per share.
  
  (2)   On November 30, 1987, Centex distributed as a dividend to its
        stockholders (through a nominee, the "Nominee") all the issued and
        outstanding shares of common stock, $0.01 par value ("Holding Common
        Stock"), of 3333 Holding Corporation ("Holding"), and 900 warrants (the
        "Stockholder Warrants") to purchase Class B Units of limited partnership
        interest in Centex Development Company, L.P., a Delaware limited
        partnership ("CDC").
  
        The Nominee holds the Stockholder Warrants and 1,000 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, $.25 par value ("Centex
        Common Stock"), of Centex ("Centex Stockholders"). Each Centex
        Stockholder owns a beneficial interest in that portion of the 1,000
        shares of 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 pro rata portion of such beneficial interest is
        represented by the certificate or certificates evidencing such Centex
        Stockholder's Centex Common Stock, and is currently tradeable only in
        tandem with, and as a part of, each such Centex Stockholder's Common
        Stock.
  
                                  EXPLANATORY NOTE
  
        This Registration Statement is being filed to register an additional
  1,500,000 shares of Centex Common Stock to be issued under the Amended and
  Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the
  "Plan"). The 1,000,000 shares of Centex Common Stock currently issued or to be
  issued under the Plan were registered pursuant to Registration Statement on
  Form S-8 (Registration Nos. 333-55717, 333-5517-01 and 333-55717-02), which is
  incorporated by reference herein.
  
  
  <PAGE>   3
  
  
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The following documents have been filed with the Commission by Centex,
  Holding and CDC, as appropriate, and are incorporated herein by reference and
  made a part hereof:
  
        (a)      Registration Statement on Form S-8 (Registration Nos. 333-55717,
                 333-5517-01 and 333-55717-02);
  
        (b)      Joint Annual Report on Form 10-K of Centex, Holding and CDC for
                 the fiscal year ended March 31, 1998;
  
        (c)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended June 30, 1998;
  
        (d)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended September 30, 1998;
  
        (e)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended December 31, 1998;
  
        (f)      Current Report on Form 8-K of Centex dated October 30, 1998;
  
        (g)      Current Report on Form 8-K of Centex dated December 9, 1998;
  
        (h)      Description of the Centex Common Stock, $0.25 par value per
                 share, contained in the Registration Statement on Form 8-A dated
                 October 28, 1971 and Form 8 dated November 11, 1971;
  
        (i)      Description of the Holding Common Stock, $0.01 par value per
                 share, contained in the Registration Statement of Form 10 dated
                 July 12, 1987, as amended by Form 8 dated October 14, 1987, Form
                 8 dated November 12, 1987 and Form 8 dated November 23, 1987;
  
        (g)      Description of the Warrants to purchase Class B Units of limited
                 partnership of CDC contained in Registration Statement on Form
                 10 dated July 12, 1987, as amended by Form 8 dated October 14,
                 1987, Form 8 dated November 12, 1987 and Form 8 dated November
                 30, 1987; and
  
        (h)      Description of the Preferred Stock Purchase Rights contained in
                 the Form 8-A Registration Statement of Centex dated October 8,
                 1996.
  
        All documents filed by Centex, Holding and CDC pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
  "Exchange Act") subsequent to the effective date hereof and prior to the filing
  of a post-effective amendment hereto that indicates that all securities offered
  hereby have been sold or that deregisters all such securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents. Any statement contained
  herein or in any document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a
  part of this Registration Statement, except as so modified or superseded.
  
  
  
  <PAGE>   4
  
  
  
  
  
                                      EXPERTS
  
        The financial statements and schedules incorporated by reference in this
  Registration Statement have been audited by Arthur Andersen LLP, independent
  public accountants, as indicated in their reports with respect thereto, and are
  incorporated by reference herein in reliance upon the authority of said firm as
  experts in accounting and auditing in giving said reports.
  
  ITEM 8.                EXHIBITS.
  
        The information required by this Item 8 is set forth in the Index to
  Exhibits accompanying this Registration Statement.
  
  
  
  <PAGE>   5
  
  
  
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                CENTEX CORPORATION
  
  
                                By: /s/ DAVID W. QUINN                          
                                   -------------------------------------------
                                             David W. Quinn
                                    Vice Chairman of the Board and 
                                       Chief Financial Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
                Signature                                         Title
                ---------                                         -----
  <S>                                                <C>                                                  <C>
   /s/ LAURENCE E. HIRSCH                            Chairman of the Board, Chief                          March 10,1999
   ---------------------------------------           Executive Officer and Director   
           Laurence E. Hirsch                        (Principal Executive Officer)    
                                                     
  
   /s/ DAVID W. QUINN                                Vice Chairman of the Board, Chief                   March 10, 1999
  ----------------------------------------           Financial Officer and Director     
             David W. Quinn                          (Principal Financial Officer)    
                                                      
  
   /s/ BARRY G. WILSON                               Controller (Principal Accounting                     March 10, 1999
  ----------------------------------------           Officer)
             Barry G. Wilson                  
  
                                                                                                          March 10, 1999
  By:  /s/ LAURENCE E. HIRSCH                        Majority of the Board of Directors: 
  ----------------------------------------           Alan B. Coleman, Dan W. Cook III,    
           Laurence E. Hirsch                        Juan L. Elek, Clint W. Murchison,
   Individually and as Attorney in Fact*             III, Charles H. Pistor, Paul R.
                                                     Seegers and Paul T. Stoffel
  </TABLE>
  
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  
  
  
  <PAGE>   6
  
  
  
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                          3333 HOLDING CORPORATION
  
  
                                          By: /s/ RICHARD C. DECKER             
                                             -----------------------------------
                                                    Richard C. Decker
                                          President and Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
               Signature                                         Title
               ---------                                         -----
  <S>                                                <C>                                         <C>
   /s/ RICHARD C. DECKER                             President and Chief Executive                March 10, 1999
  ---------------------------------------            Officer                      
            Richard C. Decker                        (Principal Executive Officer)
                                                     
   /s/ KIMBERLY A. PINSON                            Vice President, Treasurer, Controller        March 10, 1999
  ---------------------------------------            and Assistant Secretary          
           Kimberly A. Pinson                        (Principal Financial Officer and 
                                                     Principal Accounting Officer)    
                                                     
                                                     Majority of the Board of Directors:          March 10, 1999
  By: /s/ RICHARD C. DECKER                          Richard C. Decker, Josiah O. Low,
     ------------------------------------            III and David M. Sherer 
            Richard C. Decker                 
    Individually and as Attorney in Fact*
  </TABLE>
  
  
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  
  
  <PAGE>   7
  
  
  
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                          CENTEX DEVELOPMENT COMPANY, L.P.
  
  
                                          By: /s/ RICHARD C. DECKER             
                                             -----------------------------------
                                                   Richard C. Decker
                                          President and Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
                 Signature                                         Title
                 ---------                                         -----
  <S>                                                 <C>                                        <C>
  /s/ RICHARD C. DECKER                               President and Chief Executive               March 10, 1999
  --------------------------------------              Officer                      
            Richard C. Decker                         (Principal Executive Officer)
                                                      
  /s/ KIMBERLY A. PINSON                              Vice President, Treasurer, Controller       March 10, 1999
  --------------------------------------              and Assistant Secretary          
           Kimberly A. Pinson                         (Principal Financial Officer and 
                                                      Principal Accounting Officer)    
                                                      
                                                      Majority of the Board of Directors:         March 10, 1999
  By: /s/ RICHARD C. DECKER                           Richard C. Decker, Josiah O. Low,
     -----------------------------------              III and David M. Sherer 
            Richard C. Decker                  
     Individually and as Attorney in Fact*
  </TABLE>
  
  
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  
  
  
  
  <PAGE>   8
  
  
  
  
                                 INDEX TO EXHIBITS
                                 CENTEX CORPORATION
                                  AND SUBSIDIARIES
  <TABLE>
  <CAPTION>
  
    EXHIBIT                                                                        FILED HEREWITH OR
    NUMBER                         Exhibit                                     INCORPORATED BY REFERENCE
    -------                        -------                                     -------------------------
  
  <S>         <C>                                                           <C>
  4            Amended and Restated 1998 Centex                              Filed herewith.
               Corporation Employee Non-Qualified Stock
               Option Plan.
  
  5            Opinion of Drew F. Nachowiak.                                 Filed herewith.
  
  23.1         Consent of Independent Public Accountants.                    Filed herewith.
  
  23.2         Consent of Drew F. Nachowiak (included in                     Filed herewith.
               his opinion filed as Exhibit 5 hereto).
  
  24a          Powers of Attorney.                                           Filed herewith.
  </TABLE>
  
  
  
  <PAGE>   9
  
  
  
  
  
                                 INDEX TO EXHIBITS
                              3333 HOLDING CORPORATION
                                   AND SUBSIDIARY
                             EXHIBIT FILED HEREWITH OR
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                           EXHIBIT                                             INCORPORATED BY REFERENCE
  ------                           -------                                             -------------------------
  <S>          <C>                                                          <C>   
  5            Opinion of Drew F. Nachowiak.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  23.1         Consent of Independent Public Accountants.                    Exhibit 23.1 of Centex Exhibits filed herewith.
  
  23.2         Consent of Drew F. Nachowiak.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  24b          Powers of Attorney.                                           Filed herewith.
  </TABLE>
  
  
  
  <PAGE>   10
  
  
  
  
                                 INDEX TO EXHIBITS
  
                          CENTEX DEVELOPMENT COMPANY, L.P.
  
  <TABLE>
  <CAPTION>
    EXHIBIT                                                                      FILED HEREWITH OR
    NUMBER                          EXHIBIT                                   INCORPORATED BY REFERENCE
    -------                         -------                                   --------------------------
  <S>          <C>                                                 <C>
  5            Opinion of Drew F. Nachowiak.                       Exhibit 5 of Centex Exhibits filed herewith.
  
  23.1         Consent of Independent Public Accountants.          Exhibit 23.1 of Centex Exhibits filed herewith.
  
  23.2         Consent of Drew F. Nachowiak.                       Exhibit 5 of Centex Exhibits filed herewith.
  
  24c          Powers of Attorney.                                 Filed herewith.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22540}]
metadata_filer: [{"company-data": {"conformed-name": "CENTEX CORP", "cik": "0000018532", "assigned-sic": "1531", "irs-number": "750778259", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74185", "film-number": "99561974"}, "business-address": {"street1": "P O BOX 199000", "street2": "2728 N HARWOOD", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145596500"}, "mail-address": {"street1": "PO BOX 199000", "street2": "2728 N HARWOOD", "city": "DALLAS", "state": "TX", "zip": "75219"}, "former-company": {"former-conformed-name": "CENTEX CONSTRUCTION CO INC", "date-changed": "19681211"}}, {"company-data": {"conformed-name": "3333 HOLDING CORP", "cik": "0000818762", "assigned-sic": "6500", "irs-number": "752178860", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74185-01", "film-number": "99561975"}, "business-address": {"street1": "3333 LEE PKWY", "street2": "SUITE 500", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145596700"}, "mail-address": {"street1": "PO BOX 19000", "street2": "PO BOX 19000", "city": "DALLAS", "state": "TX", "zip": "75219"}}, {"company-data": {"conformed-name": "CENTEX DEVELOPMENT CO LP", "cik": "0000818764", "assigned-sic": "6500", "irs-number": "752168471", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74185-02", "film-number": "99561976"}, "business-address": {"street1": "PO BOX 19000", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145596700"}, "mail-address": {"street1": "PO BOX 19000", "street2": "PO BOX 19000", "city": "DALLAS", "state": "TX", "zip": "75219"}}]
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1999
  
                             Registration Nos. 333-____; 333- ____; and 333- ____
  ------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  3333 HOLDING CORPORATION AND                 
                    CENTEX CORPORATION                                               CENTEX DEVELOPMENT COMPANY, L.P.               
  (Exact name of registrant as specified in its charter)            (Exact name of registrants as specified in their charters)  
                                                                                                                                
                         NEVADA                                                     NEVADA AND DELAWARE, RESPECTIVELY              
              (State or other jurisdiction of                                        (State or other jurisdiction of               
               incorporation or organization)                                         incorporation or organization)                
                                                                                                                                
                        75-0778259                                                 75-2178860 and 75-2168471, RESPECTIVELY           
                     (I.R.S. Employer                                               (I.R.S. Employer Identification No.)             
                    Identification No.)                                                                                             
                                                                        
                    2728 NORTH HARWOOD                                                    3100 MCKINNON, SUITE 370                   
                   DALLAS, TEXAS 75201                                                       DALLAS, TEXAS 75201                     
  (Address of principal executive offices, including zip code)           (Address of principal executive offices, including zip code)
  --------------------
  
  AMENDED AND RESTATED 1998 CENTEX CORPORATION EMPLOYEE NON-QUALIFIED STOCK OPTION
                                        PLAN
                              (Full title of the plan)
  
                                 RAYMOND G. SMERGE
            EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
                                 2728 NORTH HARWOOD
                                DALLAS, TEXAS 75201
                      (Name and address of agent for service)
  
                                   (214) 981-5000
           (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
                                                                       Proposed maximum        Proposed maximum
             Title of                             Amount to be        offering price per      aggregate offering         Amount of
    securities to be registered                   registered              share (1)               price (1)          registration fee
  ------------------------------------------   -------------------    ------------------      ------------------     ----------------
  Common Stock, $.25 par value                                                                              
  per share                                      1,500,000 shares       $  35.84375             $  53,765,625            $  14,947
  ------------------------------------------   -------------------   -------------------      ------------------    -----------------
  Beneficial Interests in 1,000 shares of
  Common Stock of 3333 Holding                      ---                 $  ---                  $  ---                   $  ---
  Corporation(2)
  ------------------------------------------   -------------------   -------------------      ------------------    -----------------
  Beneficial Interests in 900 Warrants to
  Purchase Class B Units of Limited                 ---                 $  ---                  $  ---                   $  ---
  Partnership Interest in Centex
  Development Company, L.P. (2)
  ===================================================================================================================================
  2
  
  (1)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h)(1), and computed on the basis of the average of
        the high and low sales prices of the Common Stock included in the New
        York Stock Exchange Composite Transactions Report for March 9, 1999 as
        published by The Wall Street Journal, which was $35.84375 per share.
  
  (2)   On November 30, 1987, Centex distributed as a dividend to its
        stockholders (through a nominee, the "Nominee") all the issued and
        outstanding shares of common stock, $0.01 par value ("Holding Common
        Stock"), of 3333 Holding Corporation ("Holding"), and 900 warrants (the
        "Stockholder Warrants") to purchase Class B Units of limited partnership
        interest in Centex Development Company, L.P., a Delaware limited
        partnership ("CDC").
  
        The Nominee holds the Stockholder Warrants and 1,000 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, $.25 par value ("Centex
        Common Stock"), of Centex ("Centex Stockholders"). Each Centex
        Stockholder owns a beneficial interest in that portion of the 1,000
        shares of 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 pro rata portion of such beneficial interest is
        represented by the certificate or certificates evidencing such Centex
        Stockholder's Centex Common Stock, and is currently tradeable only in
        tandem with, and as a part of, each such Centex Stockholder's Common
        Stock.
  
                                  EXPLANATORY NOTE
  
        This Registration Statement is being filed to register an additional
  1,500,000 shares of Centex Common Stock to be issued under the Amended and
  Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the
  "Plan"). The 1,000,000 shares of Centex Common Stock currently issued or to be
  issued under the Plan were registered pursuant to Registration Statement on
  Form S-8 (Registration Nos. 333-55717, 333-5517-01 and 333-55717-02), which is
  incorporated by reference herein.
  3
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The following documents have been filed with the Commission by Centex,
  Holding and CDC, as appropriate, and are incorporated herein by reference and
  made a part hereof:
  
        (a)      Registration Statement on Form S-8 (Registration Nos. 333-55717,
                 333-5517-01 and 333-55717-02);
  
        (b)      Joint Annual Report on Form 10-K of Centex, Holding and CDC for
                 the fiscal year ended March 31, 1998;
  
        (c)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended June 30, 1998;
  
        (d)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended September 30, 1998;
  
        (e)      Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                 for the quarter ended December 31, 1998;
  
        (f)      Current Report on Form 8-K of Centex dated October 30, 1998;
  
        (g)      Current Report on Form 8-K of Centex dated December 9, 1998;
  
        (h)      Description of the Centex Common Stock, $0.25 par value per
                 share, contained in the Registration Statement on Form 8-A dated
                 October 28, 1971 and Form 8 dated November 11, 1971;
  
        (i)      Description of the Holding Common Stock, $0.01 par value per
                 share, contained in the Registration Statement of Form 10 dated
                 July 12, 1987, as amended by Form 8 dated October 14, 1987, Form
                 8 dated November 12, 1987 and Form 8 dated November 23, 1987;
  
        (g)      Description of the Warrants to purchase Class B Units of limited
                 partnership of CDC contained in Registration Statement on Form
                 10 dated July 12, 1987, as amended by Form 8 dated October 14,
                 1987, Form 8 dated November 12, 1987 and Form 8 dated November
                 30, 1987; and
  
        (h)      Description of the Preferred Stock Purchase Rights contained in
                 the Form 8-A Registration Statement of Centex dated October 8,
                 1996.
  
        All documents filed by Centex, Holding and CDC pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
  "Exchange Act") subsequent to the effective date hereof and prior to the filing
  of a post-effective amendment hereto that indicates that all securities offered
  hereby have been sold or that deregisters all such securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents. Any statement contained
  herein or in any document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a
  part of this Registration Statement, except as so modified or superseded.
  4
  
                                      EXPERTS
  
        The financial statements and schedules incorporated by reference in this
  Registration Statement have been audited by Arthur Andersen LLP, independent
  public accountants, as indicated in their reports with respect thereto, and are
  incorporated by reference herein in reliance upon the authority of said firm as
  experts in accounting and auditing in giving said reports.
  
  ITEM 8.                EXHIBITS.
  
        The information required by this Item 8 is set forth in the Index to
  Exhibits accompanying this Registration Statement.
  5
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                CENTEX CORPORATION
  
                                By: /s/ DAVID W. QUINN                          
                                   -------------------------------------------
                                             David W. Quinn
                                    Vice Chairman of the Board and 
                                       Chief Financial Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                                         Title
                ---------                                         -----
  /s/ LAURENCE E. HIRSCH                            Chairman of the Board, Chief                          March 10,1999
   ---------------------------------------           Executive Officer and Director   
           Laurence E. Hirsch                        (Principal Executive Officer)    
                                                     
  
   /s/ DAVID W. QUINN                                Vice Chairman of the Board, Chief                   March 10, 1999
  ----------------------------------------           Financial Officer and Director     
             David W. Quinn                          (Principal Financial Officer)    
                                                      
  
   /s/ BARRY G. WILSON                               Controller (Principal Accounting                     March 10, 1999
  ----------------------------------------           Officer)
             Barry G. Wilson                  
  
                                                                                                          March 10, 1999
  By:  /s/ LAURENCE E. HIRSCH                        Majority of the Board of Directors: 
  ----------------------------------------           Alan B. Coleman, Dan W. Cook III,    
           Laurence E. Hirsch                        Juan L. Elek, Clint W. Murchison,
   Individually and as Attorney in Fact*             III, Charles H. Pistor, Paul R.
                                                     Seegers and Paul T. Stoffel
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  6
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                          3333 HOLDING CORPORATION
  
                                          By: /s/ RICHARD C. DECKER             
                                             -----------------------------------
                                                    Richard C. Decker
                                          President and Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                                         Title
               ---------                                         -----
  /s/ RICHARD C. DECKER                             President and Chief Executive                March 10, 1999
  ---------------------------------------            Officer                      
            Richard C. Decker                        (Principal Executive Officer)
                                                     
   /s/ KIMBERLY A. PINSON                            Vice President, Treasurer, Controller        March 10, 1999
  ---------------------------------------            and Assistant Secretary          
           Kimberly A. Pinson                        (Principal Financial Officer and 
                                                     Principal Accounting Officer)    
                                                     
                                                     Majority of the Board of Directors:          March 10, 1999
  By: /s/ RICHARD C. DECKER                          Richard C. Decker, Josiah O. Low,
     ------------------------------------            III and David M. Sherer 
            Richard C. Decker                 
    Individually and as Attorney in Fact*
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  7
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 10, 1999.
  
                                          CENTEX DEVELOPMENT COMPANY, L.P.
  
                                          By: /s/ RICHARD C. DECKER             
                                             -----------------------------------
                                                   Richard C. Decker
                                          President and Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                                         Title
                 ---------                                         -----
  /s/ RICHARD C. DECKER                               President and Chief Executive               March 10, 1999
  --------------------------------------              Officer                      
            Richard C. Decker                         (Principal Executive Officer)
                                                      
  /s/ KIMBERLY A. PINSON                              Vice President, Treasurer, Controller       March 10, 1999
  --------------------------------------              and Assistant Secretary          
           Kimberly A. Pinson                         (Principal Financial Officer and 
                                                      Principal Accounting Officer)    
                                                      
                                                      Majority of the Board of Directors:         March 10, 1999
  By: /s/ RICHARD C. DECKER                           Richard C. Decker, Josiah O. Low,
     -----------------------------------              III and David M. Sherer 
            Richard C. Decker                  
     Individually and as Attorney in Fact*
  --------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
   herewith
  8
  
                                 INDEX TO EXHIBITS
                                 CENTEX CORPORATION
                                  AND SUBSIDIARIES
  EXHIBIT                                                                        FILED HEREWITH OR
    NUMBER                         Exhibit                                     INCORPORATED BY REFERENCE
    -------                        -------                                     -------------------------
  4            Amended and Restated 1998 Centex                              Filed herewith.
               Corporation Employee Non-Qualified Stock
               Option Plan.
  
  5            Opinion of Drew F. Nachowiak.                                 Filed herewith.
  
  23.1         Consent of Independent Public Accountants.                    Filed herewith.
  
  23.2         Consent of Drew F. Nachowiak (included in                     Filed herewith.
               his opinion filed as Exhibit 5 hereto).
  
  24a          Powers of Attorney.                                           Filed herewith.
  9
  
                                 INDEX TO EXHIBITS
                              3333 HOLDING CORPORATION
                                   AND SUBSIDIARY
                             EXHIBIT FILED HEREWITH OR
  EXHIBIT
  NUMBER                           EXHIBIT                                             INCORPORATED BY REFERENCE
  ------                           -------                                             -------------------------
  5            Opinion of Drew F. Nachowiak.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  23.1         Consent of Independent Public Accountants.                    Exhibit 23.1 of Centex Exhibits filed herewith.
  
  23.2         Consent of Drew F. Nachowiak.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  24b          Powers of Attorney.                                           Filed herewith.
  10
  
                                 INDEX TO EXHIBITS
  
                          CENTEX DEVELOPMENT COMPANY, L.P.
  EXHIBIT                                                                      FILED HEREWITH OR
    NUMBER                          EXHIBIT                                   INCORPORATED BY REFERENCE
    -------                         -------                                   --------------------------
  5            Opinion of Drew F. Nachowiak.                       Exhibit 5 of Centex Exhibits filed herewith.
  
  23.1         Consent of Independent Public Accountants.          Exhibit 23.1 of Centex Exhibits filed herewith.
  
  23.2         Consent of Drew F. Nachowiak.                       Exhibit 5 of Centex Exhibits filed herewith.
  
  24c          Powers of Attorney.                                 Filed herewith.