content: <PAGE>   1
  
  
  
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1997
                                                         Registration No. 33-
  ================================================================================
  
  
                         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                                                     2728 NORTH HARWOOD
                 DALLAS, TEXAS 75201                                                     DALLAS, TEXAS 75201
  (Address of principal executive offices, including zip code)         (Address of principal executive offices including zip code)
  </TABLE>
  
  
  
  
  
                                ____________________
  
           CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 RAYMOND G. SMERGE
                       VICE PRESIDENT AND CHIEF LEGAL OFFICER
                                 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
  
  <TABLE>
  <CAPTION>
  =================================================================================================================
                                                        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         $40.5625             $60,843,750          $18,438
  
  
  -----------------------------------------------------------------------------------------------------------------
  Beneficial Interests in
  1,000 shares of Common Stock           ---               $ ---                $ ---                $---
  3333 Holding Corporation(2)
  
  -----------------------------------------------------------------------------------------------------------------
  Beneficial Interests in 900
  Warrants to Purchase Class B           ---               $ ---                $ ---                $---
  Units of Limited Partnership
  Interest in Centex
  =================================================================================================================
  </TABLE>
  
  
  ================================================================================
  <PAGE>   2
  (1)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(l)(h), 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 May 27, 1997
           as published by The Wall Street Journal, which was $40.5625 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.
  <PAGE>   3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Pursuant to general Instruction E of Form S-8, the contents of the
  Registration Statements on Form S-8 (File Nos. 33-29174 and 33-44575) filed
  with the Securities and Exchange Commission (the "Commission") on June 8, 1989
  and December 13, 1991, respectively, are incorporated herein by reference and
  made a part hereof.
  
  ITEM 2.          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)     Joint Annual Report on Form 10-K of Centex, Holding and CDC
                   for the fiscal year ended March 31, 1996,
  
           (b)     Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                   for the quarter ended June 30, 1996,
  
           (c)     Quarterly Report on Form 10-Q of Centex, Holding and CDC for
                   the quarter ended September 30, 1996,
  
           (d)     Quarterly Report on Form 10-Q of Centex, Holding and CDC for
                   the quarter ended December 31, 1996,
  
           (e)     Current Report on Form 8-K of Centex filed with the Commission
                   on October 8, 1996,
  
           (f)     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,
  
           (g)     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,
  
           (h)     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
  
           (i)     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 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
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Raymond G. Smerge has rendered a legal opinion, filed with the
  Exhibits for Centex as Exhibit 5, with respect to the legality of the
  securities registered hereby.  Mr. Smerge is the Vice President, Chief Legal
  Officer, and Secretary of Centex Corporation and the Secretary of 3333 Holding
  Corporation.  As of May 20, 1997, Mr. Smerge owned 2,100 shares of Common Stock
  of Centex Corporation (of which 1,800 shares are held in trust for the benefit
  of Mr.  Smerge's children).  Mr. Smerge also held options to purchase up to
  43,550 shares of Common Stock (of which 15,110 shares are currently
  exercisable).
  
  ITEM 8.          EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the relevant company with the Commission, each of the
  following exhibits is filed herewith:
  
   EXHIBITS OF CENTEX CORPORATION
  
   4.1      Restated Articles of Incorporation of Centex (Incorporated herein by
            reference to Exhibit 3.1 to Annual Report on Form 10-K  of Centex
            Corporation ("Centex") (File No. 1-6776) for fiscal year ended March
            31, 1993 ("Centex 1993 Form 10-K"))
  
   4.2      By-laws of Centex (Incorporated herein by reference to Exhibit 3.2 to
            Centex 1993 Form 10-K)
  
   4.3      Specimen Centex common stock certificate (with tandem trading legend
            and Rights Agreement legend) (Filed herewith).
  
   4.4      Nominee Agreement, dated November 30, 1987, by and between Centex,
            Holding and CDC, and Chemical Bank, as successor nominee.
            (Incorporated herein by reference to Exhibit 4.2 to Centex 1993 Form
            10-K)
  
   4.5      Agreement for Purchase of Warrants, dated as of November 30, 1987, by
            and between Holding and Centex.  (Incorporated herein by reference to
            Exhibit 4.3 to Centex 1993 Form 10-K)
  
   4.6      Rights Agreement, dated as of October 2, 1996, between Centex and
            ChaseMellon Shareholder Services, L.L.C., as rights agent.
            (Incorporated herein by reference Exhibit 1 to Form 8-A Registration
            Statement of Centex dated October 8, 1996)
  
   4.7      Centex Corporation Amended and Restated 1987 Stock Option Plan (Filed
            herewith)
  
   5        Opinion of Raymond G. Smerge regarding legality of shares being
            issued  (Filed herewith)
  
   23.1     Consent of Independent Public Accountants  (Filed herewith)
  
   23.2     Consent of Raymond G. Smerge (Included in his opinion filed as
            Exhibit 5 hereto)
  
   24       Powers of Attorney (Filed herewith)
  
  
   EXHIBITS OF 3333 HOLDING CORPORATION
  
   4.1     Articles of Incorporation of Holding (Incorporated herein by reference
           to Exhibit 3.2a to Amendment No. 1 dated October 14, 1987 ("Amendment
           No. 1") to the Registration Statement of Holding on Form 10 (File No.
           1-9624) dated July 12, 1987 (the "Holding Registration Statement"))
  
   4.2     By-laws of Holding, as amended.  (Incorporated herein by reference to
           Exhibit 3.2 to Annual Report on Form 10-K of Holding (File No. 1-9624)
           for fiscal year ended March 31, 1993 (the "Holding Form 10-K"))
  <PAGE>   5
   4.3     Specimen Holding common stock certificate (Incorporated herein by
           reference to Exhibit 4.1 to Amendment No. 1)
  
   4.4     Specimen Centex Corporation ("Centex") common stock certificate (with
           tandem trading legend and Rights Agreement legend) (Exhibit 4.3 of
           Centex Exhibits filed herewith)
  
   4.5     Nominee Agreement, dated as of November 30, 1987 by and between
           Centex, Holding and CDC, and Chemical Bank, as successor nominee
           (Incorporated herein by reference to Exhibit 4.3 to Holding Form 10-K)
  
   4.6     Agreement for Purchase of Warrants, dated as of November 30, 1987, by
           and between Holding and Centex (Incorporated herein by reference to
           Exhibit 4.4 to Holding Form 10-K)
  
   5       Opinion of Raymond G. Smerge regarding legality of shares being issued
           (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 Raymond G. Smerge (Exhibit 5 of Centex Exhibits filed
           herewith)
  
   24      Powers of Attorney (Filed herewith)
  
  
   EXHIBITS OF CENTEX DEVELOPMENT COMPANY, L.P.
  
   4.1      Articles of Incorporation, as amended, of 3333 Development
            Corporation ("Development") as currently in effect. (Incorporated
            herein by reference to Exhibit 3.2a to Amendment No. 1 dated October
            14, 1987 ("CDC Amendment No. 1") to the Registration Statement of CDC
            on Form 10 (File No. 1-9625) dated July 12, 1987 (the "CDC
            Registration Statement"))
  
   4.2      By-laws of Development, as amended.  (Incorporated herein by
            reference to Exhibit 3.2 to Annual Report on Form 10-K of CDC (File
            No. 1-9625) for fiscal year ended March 31, 1993 (the "CDC Form
            10-K"))
  
   4.3      Certificates of Limited Partnership of CDC (Incorporated herein by
            reference to Exhibit 4.1 to the CDC Registration Statement)
  
   4.4      Amended and Restated Agreement of Limited Partnership of CDC
            (Incorporated herein by reference to Exhibit 4.2 to Amendment No. 3
            dated November 24, 1987 ("CDC Amendment No. 3") to the CDC
            Registration Statement)
  
   4.5      Specimen certificate for Class A limited partnership units
            (Incorporated herein by reference to Exhibit 4.3 to the CDC
            Registration Statement)
  
   4.6      Specimen certificate for Class B limited partnership units
            (Incorporated herein by reference to Exhibit 4.4 to the CDC
            Registration Statement)
  
   4.7      Warrant Agreement, dated as of November 30, 1987, by and between CDC
            and Centex Corporation (Exhibit 4.5 to CDC Form 10-K)
  
   4.8      Specimen warrant certificate (Incorporated herein by reference to
            Exhibit 4.6 to CDC Amendment No. 3)
  
   4.9      Specimen Centex common stock certificate (with tandem trading legend
            and Rights Agreement legend) (Exhibit 4.3 of Centex Exhibits filed
            herewith)
  
   4.10     Nominee Agreement, dated as of November 30, 1987, by and between
            Centex, Holding and CDC, and Chemical Bank, as successor nominee
            (Incorporated herein by reference to Exhibit 4.8 to CDC Form 10-K)
  <PAGE>   6
   4.11     Agreement for Purchase of Warrants, dated as of November 30, 1987, by
            and between CDC and Centex (Incorporated herein by reference to
            Exhibit 4.9 to CDC Form 10-K)
  
   4.12     Form of Operating Partnership Agreement (Incorporated herein by
            reference to Exhibit 4.9 to the CDC Registration Statement)
  
   5        Opinion of Raymond G. Smerge (Incorporated herein by reference to
            Exhibit 5 of Centex Exhibits filed herewith)
  
   23.1     Consent of Independent Public Accountants (Incorporated herein by
            reference to Exhibit 23.1 of Centex Exhibits filed herewith)
  
   23.2     Consent of Raymond G. Smerge (Incorporated herein by reference to
            Exhibit 5 of Centex Exhibits filed herewith.)
  
   24       Powers of Attorney (Filed herewith)
  
  
  ITEM 9.          UNDERTAKINGS.
  
           The undersigned Registrants hereby undertake:
  
           (1)     To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                   (i)      To include any prospectus required by section
           10(a)(3) of the Securities Act of 1933 (the "Securities Act");
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective Registration
           Statement.
  
                   (iii)    To include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed by the Registrants
       pursuant to section 13 or section 15(d) of the Exchange Act that are
       incorporated by reference in this Registration Statement.
  
           (2)     That, for the purposes of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new Registration Statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  <PAGE>   7
           (4)     That, for purposes of determining any liability under the
       Securities Act, each filing of the registrant's annual report pursuant to
       section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
       each filing of an employee benefit plan's annual report pursuant to
       section 15(d) of the Exchange Act) that is incorporated by reference in
       the Registration Statement shall be deemed to be a new Registration
       Statement relating to the securities offered therein, and the offering of
       such securities at that time shall be deemed to be the initial bona fide
       offering thereof.
  
           (5)     Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers, and controlling
       persons of the Registrant pursuant to the foregoing provisions, or
       otherwise, the Registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
  <PAGE>   8
                                     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 May 30, 1997.
  
                                         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 Executive           May 30, 1997
   ----------------------------------------------  Officer and Director (Principal                                    
                 Laurence E. Hirsch                Executive Officer)             
                                                                                  
               /s/ DAVID W. QUINN                  Vice Chairman of the Board and Chief             May 30, 1997
   ----------------------------------------------  Financial Officer and Director                                     
                   David W. Quinn                  (Principal Financial Officer)  
  
            /s/ WILLIAM J GILLILAN III             President, Chief Operating Officer and           May 30, 1997
   ----------------------------------------------  Director                                                           
               William J Gillilan III                      
  
            /s/ MICHAEL S. ALBRIGHT                Vice President-Finance and                       May 30, 1997
   ----------------------------------------------  Administration (Principal Accounting                               
                Michael S. Albright                Officer)                             
                                                                                        
                                                   Majority of the Board of Directors:              May 30, 1997
   By: /s/ LAURENCE E. HIRSCH                      Juan L. Elek, Laurence E. Hirsch,
       ------------------------------------------  Clint W. Murchison III, Charles H.  
                 Laurence E. Hirsch                Pistor, Paul R. Seegers and Paul T. 
       Individually and as Attorney in Fact*       Stoffel                             
  
  </TABLE>
  
  --------------
  
  * Pursuant to authority granted by powers of attorney, copies of which are filed
    herewith
  <PAGE>   9
                                     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 May 30, 1997.
  
                                          3333 HOLDING CORPORATION
  
  
                                          By:     /s/  J. STEPHEN BILHEIMER
                                             -----------------------------------
                                                     J. Stephen Bilheimer
                                                          President
  
           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/  J. STEPHEN BILHEIMER            President                                 May 30, 1997
   ----------------------------------------------  (Principal Executive Officer)                                 
                J. Stephen Bilheimer                                            
  
              /s/ KIMBERLY A. PINSON               Vice President and Treasurer              May 30, 1997
   ----------------------------------------------  (Principal Financial Officer and                              
                 Kimberly A. Pinson                Accounting Officer)              
  
                                                   Majority of the Board of Directors:       May 30, 1997
   By:        /s/ J. STEPHEN BILHEIMER             J. Stephen Bilheimer and David M.
       ------------------------------------------  Sherer                           
                J. Stephen Bilheimer                     
       Individually and as Attorney in Fact*
  </TABLE>
  
  ----------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
  herewith
  <PAGE>   10
                                     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 May 30, 1997.
  
                                         CENTEX DEVELOPMENT COMPANY, L.P.
  
  
                                         By:   /s/ J. STEPHEN BILHEIMER 
                                            -------------------------------------
                                                  J. Stephen Bilheimer
                                                       President
  
           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/ J. STEPHEN BILHEIMER              President                                 May 30, 1997
   ----------------------------------------------  (Principal Executive Officer)                                 
                J. Stephen Bilheimer                                            
  
             /s/ KIMBERLY A. PINSON                Vice President and Treasurer              May 30, 1997
   ----------------------------------------------  (Principal Financial Officer and                              
                 Kimberly A. Pinson                Accounting Officer)              
  
                                                   Majority of the Board of Directors:       May 30, 1997
   By:      /s/ J. STEPHEN BILHEIMER               J. Stephen Bilheimer and David M.
       ------------------------------------------  Sherer                           
                J. Stephen Bilheimer                     
       Individually and as Attorney in Fact*
  </TABLE>
  
  
  -----------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
  herewith
  <PAGE>   11
                                 INDEX TO EXHIBITS
                                 CENTEX CORPORATION
                                  AND SUBSIDIARIES
  <TABLE>
  <CAPTION>
    EXHIBIT                                                                               FILED HEREWITH OR
    NUMBER                      EXHIBIT                                               INCORPORATED BY REFERENCE
    -------                     -------                                               -------------------------
   <S>        <C>                                                      <C>
   4.1        Restated Articles of Incorporation of                    Exhibit 3.1 to Annual Report on Form 10-K  of Centex
              Centex.                                                  Corporation ("Centex") (File No. 1-6776) for fiscal
                                                                       year ended March 31, 1993 ("Centex 1993 Form 10-K")
  
   4.2        By-laws of Centex.                                       Exhibit 3.2 to Centex 1993 Form 10-K
  
   4.3        Specimen Centex common stock certificate                 Filed herewith.
              (with tandem trading legend and Rights
              Agreement legend).
  
   4.4        Nominee Agreement, dated November 30,                    Exhibit 4.2 to Centex 1993 Form 10-K
              1987, by and between Centex, 3333 Holding
              Corporation and CDC, and Chemical Bank, as
              successor nominee.
  
   4.5        Agreement for Purchase of Warrants, dated                Exhibit 4.3 to Centex 1993 Form 10-K
              as of November 30, 1987, by and between
              Holding and Centex.
  
   4.6        Rights Agreement, dated as of October 2,                 Exhibit 1 to Form 8-A Registration Statement of Centex
              1996, between Centex and ChaseMellon                     dated October 8, 1997
              Shareholder Services, as Rights Agent
  
   4.7        Centex Corporation Amended and Restated                  Filed herewith.
              1987 Stock Option Plan
  
   5          Opinion of Raymond G. Smerge regarding                   Filed herewith.
              legality of shares being issued.
  
   23.1       Consent of Independent Public Accountants.               Filed herewith.
  
   23.2       Consent of Raymond G. Smerge (included in                Filed herewith.
              his opinion filed as Exhibit 5 hereto)
  
   24         Powers of Attorney                                       Filed herewith.
  </TABLE>
  <PAGE>   12
                                 INDEX TO EXHIBITS
                              3333 HOLDING CORPORATION
                                   AND SUBSIDIARY
  
  <TABLE>
  <CAPTION>
   EXHIBIT                                                                                FILED HEREWITH OR
   NUMBER                       EXHIBIT                                               INCORPORATED BY REFERENCE
   ------                       -------                                               -------------------------
   <S>        <C>                                                      <C>
   4.1        Articles of Incorporation of 3333 Holding                Exhibit 3.2a to Amendment No. 1 dated October 14, 1987
              Corporation.                                             ("Amendment No. 1") to the Registration Statement of
                                                                       Holding on Form 10 (File No. 1-9624) dated July 12,
                                                                       1987 (the "Holding Registration Statement").
  
   4.2        By-laws of Holding, as amended.                          Exhibit 3.2 to Annual Report on Form 10-K of Holding
                                                                       (File No. 1-9624) for fiscal year ended March 31, 1993
                                                                       (the "Holding Form 10-K")
  
   4.3        Specimen Holding common stock                            Exhibit 4.1 to Amendment No. 1.
              certificate.
  
   4.4        Specimen Centex Corporation ("Centex")                   Exhibit 4.3 to Centex Exhibits filed herewith.
              common stock certificate (with tandem
              trading legend and Rights Agreement
              legend).
  
   4.5        Nominee Agreement, dated as of November                  Exhibit 4.3 to Holding Form 10-K.
              30, 1987 by and between Centex, Holding
              and Centex Development Company, L.P.
              ("CDC"), and Chemical Bank, as successor
              nominee.
  
   4.6        Agreement for Purchase of Warrants, dated                Exhibit 4.4 to Holding Form 10-K.
              as of November 30, 1987, by and between
              Holding and Centex.
  
   5          Opinion of Raymond G. Smerge regarding                   Exhibit 5 of Centex Exhibits filed herewith.
              legality of shares being issued.
  
   23.1       Consent of Independent Public Accountants.               Exhibit 23.1 of Centex Exhibits filed herewith.
  
   23.2       Consent of Raymond G. Smerge.                            Exhibit 5 of Centex Exhibits filed herewith.
  
   24         Powers of Attorney.                                      Filed herewith.
  </TABLE>
  <PAGE>   13
                                 INDEX TO EXHIBITS
  
                          CENTEX DEVELOPMENT COMPANY, L.P.
  
  <TABLE>
  <CAPTION>
    EXHIBIT                                                             FILED HEREWITH OR
    NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
    ------                      -------                             -------------------------
   <S>        <C>                                           <C>
   4.1        Articles of Incorporation, as amended, of     Exhibit 3.2a to Amendment No. 1 dated
              3333 Development Corporation                  October 14, 1987 ("CDC Amendment No. 1")
              ("Development") as currently in effect.       to the Registration Statement of CDC on
                                                            Form 10 (File No. 1-9625) dated July 12,
                                                            1987 (the "CDC Registration Statement").
  
   4.2        By-laws of Development, as amended.           Exhibit 3.2 to Annual Report on Form 10-K
                                                            of CDC (File No. 1-9625) for fiscal year
                                                            ended March 31, 1993 (the "CDC Form
                                                            10-K").
  
   4.3        Certificates of Limited Partnership of        Exhibit 4.1 to the CDC Registration
              CDC.                                          Statement.
  
   4.4        Amended and Restated Agreement of Limited     Exhibit 4.2 to Amendment No. 3 dated
              Partnership of CDC.                           November 24, 1987 ("CDC Amendment No. 3")
                                                            to the CDC Registration Statement.
  
   4.5        Specimen certificate for Class A limited      Exhibit 4.3 to the CDC Registration
              partnership units.                            Statement.
  
   4.6        Specimen certificate for Class B limited      Exhibit 4.4 to the CDC Registration
              partnership units.                            Statement.
  
   4.7        Warrant Agreement, dated as of November       Exhibit 4.5 to CDC Form 10-K
              30, 1987, by and between CDC and Centex
              Corporation ("Centex").
  
   4.8        Specimen warrant certificate.                 Exhibit 4.6 to CDC Amendment No. 3.
  
   4.9        Specimen Centex common stock certificate      Exhibit 4.3 to Centex Exhibits filed herewith.
              (with tandem trading legend and Rights
              Agreement legend).
  
   4.10       Nominee Agreement, dated as of November       Exhibit 4.8 to CDC Form 10-K.
              30, 1987, by and between Centex, 3333
              Holding Corporation and CDC, and Chemical
              Bank, as successor nominee.
  
   4.11       Agreement for Purchase of Warrants, dated     Exhibit 4.9 to CDC Form 10-K.
              as of November 30, 1987, by and between
              CDC and Centex.
  
   4.12       Form of Operating Partnership Agreement.      Exhibit 4.9 to the CDC Registration
                                                            Statement.
  </TABLE>
  <PAGE>   14
  <TABLE>
  <CAPTION>
    EXHIBIT                                                             FILED HEREWITH OR
    NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
    ------                      -------                             -------------------------
   <S>        <C>                                           <C>
   5          Opinion of Raymond G. Smerge.                 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 Raymond G. Smerge.                 Exhibit 5 of Centex Exhibits filed
                                                            herewith.
  
   24         Powers of Attorney.                           Filed herewith.
  </TABLE>
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text: 1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1997
                                                         Registration No. 33-
  ================================================================================
  
                         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                                                     2728 NORTH HARWOOD
                 DALLAS, TEXAS 75201                                                     DALLAS, TEXAS 75201
  (Address of principal executive offices, including zip code)         (Address of principal executive offices including zip code)
  ____________________
  
           CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 RAYMOND G. SMERGE
                       VICE PRESIDENT AND CHIEF LEGAL OFFICER
                                 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         $40.5625             $60,843,750          $18,438
  
  -----------------------------------------------------------------------------------------------------------------
  Beneficial Interests in
  1,000 shares of Common Stock           ---               $ ---                $ ---                $---
  3333 Holding Corporation(2)
  
  -----------------------------------------------------------------------------------------------------------------
  Beneficial Interests in 900
  Warrants to Purchase Class B           ---               $ ---                $ ---                $---
  Units of Limited Partnership
  Interest in Centex
  =================================================================================================================
  ================================================================================
  2
  (1)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(l)(h), 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 May 27, 1997
           as published by The Wall Street Journal, which was $40.5625 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.
  3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Pursuant to general Instruction E of Form S-8, the contents of the
  Registration Statements on Form S-8 (File Nos. 33-29174 and 33-44575) filed
  with the Securities and Exchange Commission (the "Commission") on June 8, 1989
  and December 13, 1991, respectively, are incorporated herein by reference and
  made a part hereof.
  
  ITEM 2.          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)     Joint Annual Report on Form 10-K of Centex, Holding and CDC
                   for the fiscal year ended March 31, 1996,
  
           (b)     Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC
                   for the quarter ended June 30, 1996,
  
           (c)     Quarterly Report on Form 10-Q of Centex, Holding and CDC for
                   the quarter ended September 30, 1996,
  
           (d)     Quarterly Report on Form 10-Q of Centex, Holding and CDC for
                   the quarter ended December 31, 1996,
  
           (e)     Current Report on Form 8-K of Centex filed with the Commission
                   on October 8, 1996,
  
           (f)     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,
  
           (g)     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,
  
           (h)     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
  
           (i)     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 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
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Raymond G. Smerge has rendered a legal opinion, filed with the
  Exhibits for Centex as Exhibit 5, with respect to the legality of the
  securities registered hereby.  Mr. Smerge is the Vice President, Chief Legal
  Officer, and Secretary of Centex Corporation and the Secretary of 3333 Holding
  Corporation.  As of May 20, 1997, Mr. Smerge owned 2,100 shares of Common Stock
  of Centex Corporation (of which 1,800 shares are held in trust for the benefit
  of Mr.  Smerge's children).  Mr. Smerge also held options to purchase up to
  43,550 shares of Common Stock (of which 15,110 shares are currently
  exercisable).
  
  ITEM 8.          EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the relevant company with the Commission, each of the
  following exhibits is filed herewith:
  
   EXHIBITS OF CENTEX CORPORATION
  
   4.1      Restated Articles of Incorporation of Centex (Incorporated herein by
            reference to Exhibit 3.1 to Annual Report on Form 10-K  of Centex
            Corporation ("Centex") (File No. 1-6776) for fiscal year ended March
            31, 1993 ("Centex 1993 Form 10-K"))
  
   4.2      By-laws of Centex (Incorporated herein by reference to Exhibit 3.2 to
            Centex 1993 Form 10-K)
  
   4.3      Specimen Centex common stock certificate (with tandem trading legend
            and Rights Agreement legend) (Filed herewith).
  
   4.4      Nominee Agreement, dated November 30, 1987, by and between Centex,
            Holding and CDC, and Chemical Bank, as successor nominee.
            (Incorporated herein by reference to Exhibit 4.2 to Centex 1993 Form
            10-K)
  
   4.5      Agreement for Purchase of Warrants, dated as of November 30, 1987, by
            and between Holding and Centex.  (Incorporated herein by reference to
            Exhibit 4.3 to Centex 1993 Form 10-K)
  
   4.6      Rights Agreement, dated as of October 2, 1996, between Centex and
            ChaseMellon Shareholder Services, L.L.C., as rights agent.
            (Incorporated herein by reference Exhibit 1 to Form 8-A Registration
            Statement of Centex dated October 8, 1996)
  
   4.7      Centex Corporation Amended and Restated 1987 Stock Option Plan (Filed
            herewith)
  
   5        Opinion of Raymond G. Smerge regarding legality of shares being
            issued  (Filed herewith)
  
   23.1     Consent of Independent Public Accountants  (Filed herewith)
  
   23.2     Consent of Raymond G. Smerge (Included in his opinion filed as
            Exhibit 5 hereto)
  
   24       Powers of Attorney (Filed herewith)
  
   EXHIBITS OF 3333 HOLDING CORPORATION
  
   4.1     Articles of Incorporation of Holding (Incorporated herein by reference
           to Exhibit 3.2a to Amendment No. 1 dated October 14, 1987 ("Amendment
           No. 1") to the Registration Statement of Holding on Form 10 (File No.
           1-9624) dated July 12, 1987 (the "Holding Registration Statement"))
  
   4.2     By-laws of Holding, as amended.  (Incorporated herein by reference to
           Exhibit 3.2 to Annual Report on Form 10-K of Holding (File No. 1-9624)
           for fiscal year ended March 31, 1993 (the "Holding Form 10-K"))
  5
   4.3     Specimen Holding common stock certificate (Incorporated herein by
           reference to Exhibit 4.1 to Amendment No. 1)
  
   4.4     Specimen Centex Corporation ("Centex") common stock certificate (with
           tandem trading legend and Rights Agreement legend) (Exhibit 4.3 of
           Centex Exhibits filed herewith)
  
   4.5     Nominee Agreement, dated as of November 30, 1987 by and between
           Centex, Holding and CDC, and Chemical Bank, as successor nominee
           (Incorporated herein by reference to Exhibit 4.3 to Holding Form 10-K)
  
   4.6     Agreement for Purchase of Warrants, dated as of November 30, 1987, by
           and between Holding and Centex (Incorporated herein by reference to
           Exhibit 4.4 to Holding Form 10-K)
  
   5       Opinion of Raymond G. Smerge regarding legality of shares being issued
           (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 Raymond G. Smerge (Exhibit 5 of Centex Exhibits filed
           herewith)
  
   24      Powers of Attorney (Filed herewith)
  
   EXHIBITS OF CENTEX DEVELOPMENT COMPANY, L.P.
  
   4.1      Articles of Incorporation, as amended, of 3333 Development
            Corporation ("Development") as currently in effect. (Incorporated
            herein by reference to Exhibit 3.2a to Amendment No. 1 dated October
            14, 1987 ("CDC Amendment No. 1") to the Registration Statement of CDC
            on Form 10 (File No. 1-9625) dated July 12, 1987 (the "CDC
            Registration Statement"))
  
   4.2      By-laws of Development, as amended.  (Incorporated herein by
            reference to Exhibit 3.2 to Annual Report on Form 10-K of CDC (File
            No. 1-9625) for fiscal year ended March 31, 1993 (the "CDC Form
            10-K"))
  
   4.3      Certificates of Limited Partnership of CDC (Incorporated herein by
            reference to Exhibit 4.1 to the CDC Registration Statement)
  
   4.4      Amended and Restated Agreement of Limited Partnership of CDC
            (Incorporated herein by reference to Exhibit 4.2 to Amendment No. 3
            dated November 24, 1987 ("CDC Amendment No. 3") to the CDC
            Registration Statement)
  
   4.5      Specimen certificate for Class A limited partnership units
            (Incorporated herein by reference to Exhibit 4.3 to the CDC
            Registration Statement)
  
   4.6      Specimen certificate for Class B limited partnership units
            (Incorporated herein by reference to Exhibit 4.4 to the CDC
            Registration Statement)
  
   4.7      Warrant Agreement, dated as of November 30, 1987, by and between CDC
            and Centex Corporation (Exhibit 4.5 to CDC Form 10-K)
  
   4.8      Specimen warrant certificate (Incorporated herein by reference to
            Exhibit 4.6 to CDC Amendment No. 3)
  
   4.9      Specimen Centex common stock certificate (with tandem trading legend
            and Rights Agreement legend) (Exhibit 4.3 of Centex Exhibits filed
            herewith)
  
   4.10     Nominee Agreement, dated as of November 30, 1987, by and between
            Centex, Holding and CDC, and Chemical Bank, as successor nominee
            (Incorporated herein by reference to Exhibit 4.8 to CDC Form 10-K)
  6
   4.11     Agreement for Purchase of Warrants, dated as of November 30, 1987, by
            and between CDC and Centex (Incorporated herein by reference to
            Exhibit 4.9 to CDC Form 10-K)
  
   4.12     Form of Operating Partnership Agreement (Incorporated herein by
            reference to Exhibit 4.9 to the CDC Registration Statement)
  
   5        Opinion of Raymond G. Smerge (Incorporated herein by reference to
            Exhibit 5 of Centex Exhibits filed herewith)
  
   23.1     Consent of Independent Public Accountants (Incorporated herein by
            reference to Exhibit 23.1 of Centex Exhibits filed herewith)
  
   23.2     Consent of Raymond G. Smerge (Incorporated herein by reference to
            Exhibit 5 of Centex Exhibits filed herewith.)
  
   24       Powers of Attorney (Filed herewith)
  
  ITEM 9.          UNDERTAKINGS.
  
           The undersigned Registrants hereby undertake:
  
           (1)     To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                   (i)      To include any prospectus required by section
           10(a)(3) of the Securities Act of 1933 (the "Securities Act");
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective Registration
           Statement.
  
                   (iii)    To include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed by the Registrants
       pursuant to section 13 or section 15(d) of the Exchange Act that are
       incorporated by reference in this Registration Statement.
  
           (2)     That, for the purposes of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new Registration Statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  7
           (4)     That, for purposes of determining any liability under the
       Securities Act, each filing of the registrant's annual report pursuant to
       section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
       each filing of an employee benefit plan's annual report pursuant to
       section 15(d) of the Exchange Act) that is incorporated by reference in
       the Registration Statement shall be deemed to be a new Registration
       Statement relating to the securities offered therein, and the offering of
       such securities at that time shall be deemed to be the initial bona fide
       offering thereof.
  
           (5)     Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers, and controlling
       persons of the Registrant pursuant to the foregoing provisions, or
       otherwise, the Registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
  8
                                     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 May 30, 1997.
  
                                         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 Executive           May 30, 1997
   ----------------------------------------------  Officer and Director (Principal                                    
                 Laurence E. Hirsch                Executive Officer)             
                                                                                  
               /s/ DAVID W. QUINN                  Vice Chairman of the Board and Chief             May 30, 1997
   ----------------------------------------------  Financial Officer and Director                                     
                   David W. Quinn                  (Principal Financial Officer)  
  
            /s/ WILLIAM J GILLILAN III             President, Chief Operating Officer and           May 30, 1997
   ----------------------------------------------  Director                                                           
               William J Gillilan III                      
  
            /s/ MICHAEL S. ALBRIGHT                Vice President-Finance and                       May 30, 1997
   ----------------------------------------------  Administration (Principal Accounting                               
                Michael S. Albright                Officer)                             
                                                                                        
                                                   Majority of the Board of Directors:              May 30, 1997
   By: /s/ LAURENCE E. HIRSCH                      Juan L. Elek, Laurence E. Hirsch,
       ------------------------------------------  Clint W. Murchison III, Charles H.  
                 Laurence E. Hirsch                Pistor, Paul R. Seegers and Paul T. 
       Individually and as Attorney in Fact*       Stoffel
  --------------
  
  * Pursuant to authority granted by powers of attorney, copies of which are filed
    herewith
  9
                                     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 May 30, 1997.
  
                                          3333 HOLDING CORPORATION
  
                                          By:     /s/  J. STEPHEN BILHEIMER
                                             -----------------------------------
                                                     J. Stephen Bilheimer
                                                          President
  
           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/  J. STEPHEN BILHEIMER            President                                 May 30, 1997
   ----------------------------------------------  (Principal Executive Officer)                                 
                J. Stephen Bilheimer                                            
  
              /s/ KIMBERLY A. PINSON               Vice President and Treasurer              May 30, 1997
   ----------------------------------------------  (Principal Financial Officer and                              
                 Kimberly A. Pinson                Accounting Officer)              
  
                                                   Majority of the Board of Directors:       May 30, 1997
   By:        /s/ J. STEPHEN BILHEIMER             J. Stephen Bilheimer and David M.
       ------------------------------------------  Sherer                           
                J. Stephen Bilheimer                     
       Individually and as Attorney in Fact*
  ----------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
  herewith
  10
                                     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 May 30, 1997.
  
                                         CENTEX DEVELOPMENT COMPANY, L.P.
  
                                         By:   /s/ J. STEPHEN BILHEIMER 
                                            -------------------------------------
                                                  J. Stephen Bilheimer
                                                       President
  
           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/ J. STEPHEN BILHEIMER              President                                 May 30, 1997
   ----------------------------------------------  (Principal Executive Officer)                                 
                J. Stephen Bilheimer                                            
  
             /s/ KIMBERLY A. PINSON                Vice President and Treasurer              May 30, 1997
   ----------------------------------------------  (Principal Financial Officer and                              
                 Kimberly A. Pinson                Accounting Officer)              
  
                                                   Majority of the Board of Directors:       May 30, 1997
   By:      /s/ J. STEPHEN BILHEIMER               J. Stephen Bilheimer and David M.
       ------------------------------------------  Sherer                           
                J. Stephen Bilheimer                     
       Individually and as Attorney in Fact*
  -----------------
  
  *Pursuant to authority granted by powers of attorney, copies of which are filed
  herewith
  11
                                 INDEX TO EXHIBITS
                                 CENTEX CORPORATION
                                  AND SUBSIDIARIES
  EXHIBIT                                                                               FILED HEREWITH OR
    NUMBER                      EXHIBIT                                               INCORPORATED BY REFERENCE
    -------                     -------                                               -------------------------
  4.1        Restated Articles of Incorporation of                    Exhibit 3.1 to Annual Report on Form 10-K  of Centex
              Centex.                                                  Corporation ("Centex") (File No. 1-6776) for fiscal
                                                                       year ended March 31, 1993 ("Centex 1993 Form 10-K")
  
   4.2        By-laws of Centex.                                       Exhibit 3.2 to Centex 1993 Form 10-K
  
   4.3        Specimen Centex common stock certificate                 Filed herewith.
              (with tandem trading legend and Rights
              Agreement legend).
  
   4.4        Nominee Agreement, dated November 30,                    Exhibit 4.2 to Centex 1993 Form 10-K
              1987, by and between Centex, 3333 Holding
              Corporation and CDC, and Chemical Bank, as
              successor nominee.
  
   4.5        Agreement for Purchase of Warrants, dated                Exhibit 4.3 to Centex 1993 Form 10-K
              as of November 30, 1987, by and between
              Holding and Centex.
  
   4.6        Rights Agreement, dated as of October 2,                 Exhibit 1 to Form 8-A Registration Statement of Centex
              1996, between Centex and ChaseMellon                     dated October 8, 1997
              Shareholder Services, as Rights Agent
  
   4.7        Centex Corporation Amended and Restated                  Filed herewith.
              1987 Stock Option Plan
  
   5          Opinion of Raymond G. Smerge regarding                   Filed herewith.
              legality of shares being issued.
  
   23.1       Consent of Independent Public Accountants.               Filed herewith.
  
   23.2       Consent of Raymond G. Smerge (included in                Filed herewith.
              his opinion filed as Exhibit 5 hereto)
  
   24         Powers of Attorney                                       Filed herewith.
  12
                                 INDEX TO EXHIBITS
                              3333 HOLDING CORPORATION
                                   AND SUBSIDIARY
  EXHIBIT                                                                                FILED HEREWITH OR
   NUMBER                       EXHIBIT                                               INCORPORATED BY REFERENCE
   ------                       -------                                               -------------------------
  4.1        Articles of Incorporation of 3333 Holding                Exhibit 3.2a to Amendment No. 1 dated October 14, 1987
              Corporation.                                             ("Amendment No. 1") to the Registration Statement of
                                                                       Holding on Form 10 (File No. 1-9624) dated July 12,
                                                                       1987 (the "Holding Registration Statement").
  
   4.2        By-laws of Holding, as amended.                          Exhibit 3.2 to Annual Report on Form 10-K of Holding
                                                                       (File No. 1-9624) for fiscal year ended March 31, 1993
                                                                       (the "Holding Form 10-K")
  
   4.3        Specimen Holding common stock                            Exhibit 4.1 to Amendment No. 1.
              certificate.
  
   4.4        Specimen Centex Corporation ("Centex")                   Exhibit 4.3 to Centex Exhibits filed herewith.
              common stock certificate (with tandem
              trading legend and Rights Agreement
              legend).
  
   4.5        Nominee Agreement, dated as of November                  Exhibit 4.3 to Holding Form 10-K.
              30, 1987 by and between Centex, Holding
              and Centex Development Company, L.P.
              ("CDC"), and Chemical Bank, as successor
              nominee.
  
   4.6        Agreement for Purchase of Warrants, dated                Exhibit 4.4 to Holding Form 10-K.
              as of November 30, 1987, by and between
              Holding and Centex.
  
   5          Opinion of Raymond G. Smerge regarding                   Exhibit 5 of Centex Exhibits filed herewith.
              legality of shares being issued.
  
   23.1       Consent of Independent Public Accountants.               Exhibit 23.1 of Centex Exhibits filed herewith.
  
   23.2       Consent of Raymond G. Smerge.                            Exhibit 5 of Centex Exhibits filed herewith.
  
   24         Powers of Attorney.                                      Filed herewith.
  13
                                 INDEX TO EXHIBITS
  
                          CENTEX DEVELOPMENT COMPANY, L.P.
  EXHIBIT                                                             FILED HEREWITH OR
    NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
    ------                      -------                             -------------------------
  4.1        Articles of Incorporation, as amended, of     Exhibit 3.2a to Amendment No. 1 dated
              3333 Development Corporation                  October 14, 1987 ("CDC Amendment No. 1")
              ("Development") as currently in effect.       to the Registration Statement of CDC on
                                                            Form 10 (File No. 1-9625) dated July 12,
                                                            1987 (the "CDC Registration Statement").
  
   4.2        By-laws of Development, as amended.           Exhibit 3.2 to Annual Report on Form 10-K
                                                            of CDC (File No. 1-9625) for fiscal year
                                                            ended March 31, 1993 (the "CDC Form
                                                            10-K").
  
   4.3        Certificates of Limited Partnership of        Exhibit 4.1 to the CDC Registration
              CDC.                                          Statement.
  
   4.4        Amended and Restated Agreement of Limited     Exhibit 4.2 to Amendment No. 3 dated
              Partnership of CDC.                           November 24, 1987 ("CDC Amendment No. 3")
                                                            to the CDC Registration Statement.
  
   4.5        Specimen certificate for Class A limited      Exhibit 4.3 to the CDC Registration
              partnership units.                            Statement.
  
   4.6        Specimen certificate for Class B limited      Exhibit 4.4 to the CDC Registration
              partnership units.                            Statement.
  
   4.7        Warrant Agreement, dated as of November       Exhibit 4.5 to CDC Form 10-K
              30, 1987, by and between CDC and Centex
              Corporation ("Centex").
  
   4.8        Specimen warrant certificate.                 Exhibit 4.6 to CDC Amendment No. 3.
  
   4.9        Specimen Centex common stock certificate      Exhibit 4.3 to Centex Exhibits filed herewith.
              (with tandem trading legend and Rights
              Agreement legend).
  
   4.10       Nominee Agreement, dated as of November       Exhibit 4.8 to CDC Form 10-K.
              30, 1987, by and between Centex, 3333
              Holding Corporation and CDC, and Chemical
              Bank, as successor nominee.
  
   4.11       Agreement for Purchase of Warrants, dated     Exhibit 4.9 to CDC Form 10-K.
              as of November 30, 1987, by and between
              CDC and Centex.
  
   4.12       Form of Operating Partnership Agreement.      Exhibit 4.9 to the CDC Registration
                                                            Statement.
  14
  EXHIBIT                                                             FILED HEREWITH OR
    NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
    ------                      -------                             -------------------------
  5          Opinion of Raymond G. Smerge.                 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 Raymond G. Smerge.                 Exhibit 5 of Centex Exhibits filed
                                                            herewith.
  
   24         Powers of Attorney.                           Filed herewith.