content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998
                                                  Registration No. 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                  (Exact name of registrants
   as specified in its charter)               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              (Address of principal executive
   offices, including zip code)                  offices, including zip code)
  
  
                                --------------------
  
                      CENTEX CORPORATION 1998 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
  
  <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                                     1,000,000 shares       $35.21875             $35,218,750          $10,390
  ------------------------------------------------------------------------------------------------------------------------------
  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 May 28, 1998 as published
        by The Wall Street Journal, which was $35.21875 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
  
  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)  Joint Annual Report on Form 10-K of Centex, Holding and CDC for the
            fiscal year ended March 31, 1997;
  
       (b)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended June 30, 1997;
  
       (c)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended September 30, 1997;
  
       (d)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended December 31, 1997;
  
       (e)  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;
  
       (f)  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.
  
  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 Executive Vice President, Chief Legal Officer, and
  Secretary of Centex Corporation and the Secretary of 3333 Holding Corporation.
  As of May 28, 1998, Mr. Smerge owned 3,000 shares of Common Stock of Centex
  Corporation (of which 2,400 shares are held in trust for the benefit of Mr.
  Smerge's children). Mr. Smerge also held options to purchase up to 153,100
  shares of Common Stock (of which 52,840 shares are currently exercisable) and
  beneficially owned approximately 1,778 shares of Common Stock pursuant to the
  Centex Common Stock Fund under the Centex Corporation Profit Sharing and
  Retirement Plan, a defined contribution plan.
  
  
  
  <PAGE>   4
  
  ITEM 6.                INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Centex, Holding and 3333 Development Corporation ("Development"), the
  General Partner of CDC, are Nevada corporations. Pursuant to the provisions of
  Section 5 of the Nevada General Corporation Law (the "NGCL"), every Nevada
  corporation has the authority to indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by or in the right of the corporation)
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving in such capacity (at the request of the
  corporation) for another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner he reasonably believed to be in the best interest, or not
  opposed to the best interest, of the corporation and with respect to any
  criminal action or proceeding, had no reasonable cause to believe his conduct
  was unlawful.
  
       Under Nevada law, Centex, Holding and Development also have authority to
  indemnify any such person who is a party or is threatened to be made a party to
  any threatened, pending or completed actions or suits brought by or in the right
  of the corporation, but only to the extent of expenses including amounts paid in
  settlement and attorneys' fees. No indemnification shall be made, however, for
  any claim, issue or matter as to which a person has been adjudged by a court to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court determines that in
  view of all the circumstances, the person is fairly and reasonably entitled to
  such expenses as the court deems proper.
  
       To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, the NGCL provides that such person must be indemnified by the
  corporation against expenses including attorneys' fees actually and reasonably
  incurred by him in connection with the defense.
  
       Section 78.751 of the NGCL requires the corporation to obtain a
  determination that any discretionary indemnification is proper under the
  circumstances. Such a determination may be made by a corporation's stockholders
  or disinterested directors, or under certain circumstances, pursuant to an
  independent legal opinion. The Articles of Incorporation of Centex, Holding and
  Development provide for indemnification of its directors and officers to the
  extent provided by Nevada law.
  
       In addition, Section 78.037 of the NGCL permits Nevada corporations to
  include in their articles of incorporation a provision eliminating the personal
  liability of their directors and officers for damages resulting from certain
  fiduciary duty breaches. An amendment to the Articles of Incorporation of Centex
  was adopted by its stockholders at the annual meeting thereof held on July 15,
  1987 in order to effect the permitted limitation on liability. The Articles of
  Incorporation of Holding and Development contain a similar provision limiting
  the liability of their directors and officers for such damages, as do the Bylaws
  of Centex, Holding and Development.
  
       The Bylaws of Centex, Holding and Development each provide that the
  corporation shall indemnify its directors, officers, employees and agents to the
  fullest extent provided by the NGCL and such corporation's Articles of
  Incorporation. In addition, the Bylaws of each corporation provide for
  indemnification to the same extent of any director, officer or employee of the
  corporation who serves in any fiduciary capacity with respect to any profit
  sharing, pension or other type of welfare plan or trust for the benefit of
  employees of the corporation or its subsidiaries.
  
       Centex has entered into indemnification contracts with its directors and
  may enter into similar contracts from time to time with certain officers and
  employees of Centex and its subsidiaries who are not directors of Centex. The
  general effect of the indemnification contracts is to provide that the
  indemnitees shall be indemnified to the fullest possible extent permitted by the
  law against all expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by them in any
  action or proceeding, including any action by or in the right of Centex, by
  reason of their service in the foregoing capacities. The provisions of the
  indemnification contracts were approved by the stockholders of Centex at the
  annual meeting of stockholders held on July 16, 1986.
  
  
  
  <PAGE>   5
  
       The Second Amended and Restated Agreement of Limited Partnership of CDC
  (the "Limited Partnership Agreement") provides that to the fullest extent
  permitted by law, CDC will indemnify the General Partner and its directors,
  officers, employees and agents and persons serving on behalf of CDC in similar
  capacities with other entities against liabilities, costs and expenses
  (including legal fees and expenses) incurred by the General Partner or such
  persons in connection with litigation or threatened litigation, if the General
  Partner or such persons acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interests of CDC, and such General
  Partner's or such other person's conduct did not constitute gross negligence or
  willful or wanton misconduct and, with respect to any criminal proceeding did
  not have any reason to believe his conduct was unlawful. Any indemnification
  under these provisions will be limited to the assets of CDC.
  
       Pursuant to authority granted by the NGCL and its respective Articles of
  Incorporation and Bylaws, each of Centex, Holding and Development, and with
  respect to CDC, pursuant to the Limited Partnership Agreement, has purchased
  directors and officers liability insurance.
  
       The foregoing summaries are necessarily subject to the complete text of the
  statute, Articles of Incorporation, Bylaws and agreements referred to above and
  are qualified in their entirety by reference thereto.
  
  
  
  <PAGE>   6
  
  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 (Filed herewith).
  
  4.2        By-laws of Centex (Incorporated herein by reference to Exhibit 3.2 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")).
  
  4.3        Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend) (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  4.4        Nominee Agreement, dated November 30, 1987, by and between Centex,
             Holding and CDC, and Chemical Bank, as successor nomine (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 1998 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).
  
  
  
  
  <PAGE>   7
  
  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")).
  
  4.3        Specimen Holding common stock certificate (Incorporated herein by
             reference to Exhibit 4.1 to Amendment No. 1).
  
  4.4        Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend) (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  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).
  
  
  
  <PAGE>   8
  
  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        Second Amended and Restated Agreement of Limited Partnership of CDC
             (Filed herewith).
  
  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        Specimen certificate for Class C limited partnership units (Filed
             herewith).
  
  4.8        Warrant Agreement, dated as of November 30, 1987, by and between CDC
             and Centex Corporation (Incorporated herein by reference to Exhibit
             4.5 to CDC Form 10-K).
  
  4.9        Specimen warrant certificate (Incorporated herein by reference to
             Exhibit 4.6 to CDC Amendment No. 3).
  
  4.10       Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend). (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  4.11       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).
  
  4.12       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).
  
  4.13       Form of Operating Partnership Agreement (Incorporated herein by
             reference to Exhibit 4.9 to the CDC Registration Statement).
  
  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).
  
  
  
  
  <PAGE>   9
  
  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.
  
             (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>   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 29, 1998.
  
                                         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                 May 29, 1998
  ----------------------------------------     Executive Officer and Director
             Laurence E. Hirsch                (Principal Executive Officer)
  
          /s/ DAVID W. QUINN                   Vice Chairman of the Board, Chief            May 29, 1998
  ----------------------------------------     Financial Officer and Director
              David W. Quinn                   (Principal Financial Officer)
  
          /s/ BARRY WILSON                     Controller (Principal Accounting             May 29, 1998
  ----------------------------------------     Officer)
              Barry Wilson                     
  
                                               Majority of the Board of Directors:          May 29, 1998
  By:    /s/ LAURENCE E. HIRSCH                Alan B. Coleman, Dan W. Cook III,
     -------------------------------------     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>   11
  
                                     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 29, 1998.
  
                                        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 Officer        May 29, 1998
  ------------------------------------------        (Principal Executive Officer)
           Richard C. Decker                        
  
      /s/ J. STEPHEN BILHEIMER                      Vice Chairman and Director                   May 29, 1998
  ------------------------------------------
          J. Stephen Bilheimer
  
        /s/ KIMBERLY A. PINSON                      Vice President, Treasurer, Controller        May 29, 1998
  ------------------------------------------        and Assistant Secretary
            Kimberly A. Pinson                      (Principal Financial Officer and
                                                    Principal Accounting Officer)
  
                                                    Majority of the Board of Directors:          May 29, 1998
  By:  /s/ J. STEPHEN BILHEIMER                     J. Stephen Bilheimer, Josiah O. Low,
     ---------------------------------------        III 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>   12
  
                                     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 29, 1998.
  
                                      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 Officer        May 29, 1998
  -------------------------------------------       (Principal Executive Officer)
             Richard C. Decker                      
  
        /s/ J. STEPHEN BILHEIMER                    Vice Chairman and Director                   May 29, 1998
  -------------------------------------------
            J. Stephen Bilheimer
  
        /s/ KIMBERLY A. PINSON                      Vice President, Treasurer, Controller        May 29, 1998
  -------------------------------------------       and Assistant Secretary
            Kimberly A. Pinson                      (Principal Financial Officer and
                                                     Principal Accounting Officer)
  
                                                    Majority of the Board of Directors:          May 29, 1998
  By:   /s/ J. STEPHEN BILHEIMER                    J. Stephen Bilheimer, Josiah O. Low,
     ----------------------------------------       III 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>   13
  
                                  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                         Filed herewith.
               Centex.
  
  4.2          By-laws of Centex.                                            Exhibit 3.2 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").
  
  4.3          Specimen Centex common stock                                  Exhibit 4.3 to Form S-8 Registration Statement of
               certificate (with tandem trading legend                       Centex, Holding and CDC dated June 2, 1997.
               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,                           Exhibit 4.3 to Centex 1993 Form 10-K.
               dated 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
               1996, between Centex and ChaseMellon                          Centex dated October 8, 1997.
               Shareholder Services, as Rights Agent.
  
  4.7          Centex Corporation 1998 Stock Option                          Filed herewith.
               Plan.
  
  5            Opinion of Raymond G. Smerge regarding                        Filed herewith. 
               legality of shares being issued.
  
  23.1         Consent of Independent Public                                 Filed herewith.
               Accountants.
  
  23.2         Consent of Raymond G. Smerge (included                        Filed herewith.
               in his opinion filed as Exhibit 5 hereto).
  
  24           Powers of Attorney.                                           Filed herewith.
  </TABLE>
  
  
  
  <PAGE>   14
  
                                  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,
               Corporation.                                                  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.                               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 Form S-8 Registration Statement of
               common stock certificate (with tandem                         Centex, Holding and CDC dated June 2, 1997
               trading legend and Rights Agreement
               legend).
  
  4.5          Nominee Agreement, dated as of                                Exhibit 4.3 to Holding Form 10-K.
               November 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,                           Exhibit 4.4 to Holding Form 10-K.
               dated 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                                 Exhibit 23.1 of Centex Exhibits filed herewith.
               Accountants.
  
  23.2         Consent of Raymond G. Smerge.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  24           Powers of Attorney.                                           Filed herewith.
  </TABLE>
  
  
  
  <PAGE>   15
  
                                  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 October
               3333 Development Corporation                        14, 1987 ("CDC Amendment No. 1") to the
               ("Development") as currently in effect.             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 CDC.         Exhibit 4.1 to the CDC Registration Statement.
  
  4.4          Second Amended and Restated Agreement of            Filed herewith.
               Limited Partnership of CDC.
  
  4.5          Specimen certificate for Class A limited            Exhibit 4.3 to the CDC Registration Statement.
               partnership units.
  
  4.6          Specimen certificate for Class B limited            Exhibit 4.4 to the CDC Registration Statement.
               partnership units.
  
  4.7          Specimen certificate for Class C limited            Filed herewith.
               partnership units.
  
  4.8          Warrant Agreement, dated as of                      Exhibit 4.5 to CDC Form 10-K.
               November 30, 1987, by and between CDC
               and Centex Corporation ("Centex").
  
  4.9          Specimen warrant certificate.                       Exhibit 4.6 to CDC Amendment No. 3.
  
  4.10         Specimen Centex common stock certificate            Exhibit 4.3 to Form S-8 Registration Statement of
               (with tandem trading legend and Rights              Centex, Holding and CDC dated June 2, 1997.
               Agreement legend).
  
  4.11         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.
  
  4.12         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.
  
  4.13         Form of Operating Partnership Agreement.            Exhibit 4.9 to the CDC Registration Statement.
  
  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>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44242}]
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text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998
                                                  Registration No. 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                  (Exact name of registrants
   as specified in its charter)               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              (Address of principal executive
   offices, including zip code)                  offices, including zip code)
  
                                --------------------
  
                      CENTEX CORPORATION 1998 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                                     1,000,000 shares       $35.21875             $35,218,750          $10,390
  ------------------------------------------------------------------------------------------------------------------------------
  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 May 28, 1998 as published
        by The Wall Street Journal, which was $35.21875 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
  
  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)  Joint Annual Report on Form 10-K of Centex, Holding and CDC for the
            fiscal year ended March 31, 1997;
  
       (b)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended June 30, 1997;
  
       (c)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended September 30, 1997;
  
       (d)  Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the
            quarter ended December 31, 1997;
  
       (e)  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;
  
       (f)  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.
  
  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 Executive Vice President, Chief Legal Officer, and
  Secretary of Centex Corporation and the Secretary of 3333 Holding Corporation.
  As of May 28, 1998, Mr. Smerge owned 3,000 shares of Common Stock of Centex
  Corporation (of which 2,400 shares are held in trust for the benefit of Mr.
  Smerge's children). Mr. Smerge also held options to purchase up to 153,100
  shares of Common Stock (of which 52,840 shares are currently exercisable) and
  beneficially owned approximately 1,778 shares of Common Stock pursuant to the
  Centex Common Stock Fund under the Centex Corporation Profit Sharing and
  Retirement Plan, a defined contribution plan.
  4
  
  ITEM 6.                INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Centex, Holding and 3333 Development Corporation ("Development"), the
  General Partner of CDC, are Nevada corporations. Pursuant to the provisions of
  Section 5 of the Nevada General Corporation Law (the "NGCL"), every Nevada
  corporation has the authority to indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by or in the right of the corporation)
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving in such capacity (at the request of the
  corporation) for another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner he reasonably believed to be in the best interest, or not
  opposed to the best interest, of the corporation and with respect to any
  criminal action or proceeding, had no reasonable cause to believe his conduct
  was unlawful.
  
       Under Nevada law, Centex, Holding and Development also have authority to
  indemnify any such person who is a party or is threatened to be made a party to
  any threatened, pending or completed actions or suits brought by or in the right
  of the corporation, but only to the extent of expenses including amounts paid in
  settlement and attorneys' fees. No indemnification shall be made, however, for
  any claim, issue or matter as to which a person has been adjudged by a court to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court determines that in
  view of all the circumstances, the person is fairly and reasonably entitled to
  such expenses as the court deems proper.
  
       To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, the NGCL provides that such person must be indemnified by the
  corporation against expenses including attorneys' fees actually and reasonably
  incurred by him in connection with the defense.
  
       Section 78.751 of the NGCL requires the corporation to obtain a
  determination that any discretionary indemnification is proper under the
  circumstances. Such a determination may be made by a corporation's stockholders
  or disinterested directors, or under certain circumstances, pursuant to an
  independent legal opinion. The Articles of Incorporation of Centex, Holding and
  Development provide for indemnification of its directors and officers to the
  extent provided by Nevada law.
  
       In addition, Section 78.037 of the NGCL permits Nevada corporations to
  include in their articles of incorporation a provision eliminating the personal
  liability of their directors and officers for damages resulting from certain
  fiduciary duty breaches. An amendment to the Articles of Incorporation of Centex
  was adopted by its stockholders at the annual meeting thereof held on July 15,
  1987 in order to effect the permitted limitation on liability. The Articles of
  Incorporation of Holding and Development contain a similar provision limiting
  the liability of their directors and officers for such damages, as do the Bylaws
  of Centex, Holding and Development.
  
       The Bylaws of Centex, Holding and Development each provide that the
  corporation shall indemnify its directors, officers, employees and agents to the
  fullest extent provided by the NGCL and such corporation's Articles of
  Incorporation. In addition, the Bylaws of each corporation provide for
  indemnification to the same extent of any director, officer or employee of the
  corporation who serves in any fiduciary capacity with respect to any profit
  sharing, pension or other type of welfare plan or trust for the benefit of
  employees of the corporation or its subsidiaries.
  
       Centex has entered into indemnification contracts with its directors and
  may enter into similar contracts from time to time with certain officers and
  employees of Centex and its subsidiaries who are not directors of Centex. The
  general effect of the indemnification contracts is to provide that the
  indemnitees shall be indemnified to the fullest possible extent permitted by the
  law against all expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by them in any
  action or proceeding, including any action by or in the right of Centex, by
  reason of their service in the foregoing capacities. The provisions of the
  indemnification contracts were approved by the stockholders of Centex at the
  annual meeting of stockholders held on July 16, 1986.
  5
  
       The Second Amended and Restated Agreement of Limited Partnership of CDC
  (the "Limited Partnership Agreement") provides that to the fullest extent
  permitted by law, CDC will indemnify the General Partner and its directors,
  officers, employees and agents and persons serving on behalf of CDC in similar
  capacities with other entities against liabilities, costs and expenses
  (including legal fees and expenses) incurred by the General Partner or such
  persons in connection with litigation or threatened litigation, if the General
  Partner or such persons acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interests of CDC, and such General
  Partner's or such other person's conduct did not constitute gross negligence or
  willful or wanton misconduct and, with respect to any criminal proceeding did
  not have any reason to believe his conduct was unlawful. Any indemnification
  under these provisions will be limited to the assets of CDC.
  
       Pursuant to authority granted by the NGCL and its respective Articles of
  Incorporation and Bylaws, each of Centex, Holding and Development, and with
  respect to CDC, pursuant to the Limited Partnership Agreement, has purchased
  directors and officers liability insurance.
  
       The foregoing summaries are necessarily subject to the complete text of the
  statute, Articles of Incorporation, Bylaws and agreements referred to above and
  are qualified in their entirety by reference thereto.
  6
  
  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 (Filed herewith).
  
  4.2        By-laws of Centex (Incorporated herein by reference to Exhibit 3.2 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")).
  
  4.3        Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend) (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  4.4        Nominee Agreement, dated November 30, 1987, by and between Centex,
             Holding and CDC, and Chemical Bank, as successor nomine (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 1998 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).
  7
  
  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")).
  
  4.3        Specimen Holding common stock certificate (Incorporated herein by
             reference to Exhibit 4.1 to Amendment No. 1).
  
  4.4        Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend) (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  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).
  8
  
  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        Second Amended and Restated Agreement of Limited Partnership of CDC
             (Filed herewith).
  
  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        Specimen certificate for Class C limited partnership units (Filed
             herewith).
  
  4.8        Warrant Agreement, dated as of November 30, 1987, by and between CDC
             and Centex Corporation (Incorporated herein by reference to Exhibit
             4.5 to CDC Form 10-K).
  
  4.9        Specimen warrant certificate (Incorporated herein by reference to
             Exhibit 4.6 to CDC Amendment No. 3).
  
  4.10       Specimen Centex common stock certificate (with tandem trading legend
             and Rights Agreement legend). (Incorporated herein by reference to
             Exhibit 4.3 to Form S-8 Registration Statement of Centex, Holding and
             CDC dated June 2, 1997).
  
  4.11       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).
  
  4.12       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).
  
  4.13       Form of Operating Partnership Agreement (Incorporated herein by
             reference to Exhibit 4.9 to the CDC Registration Statement).
  
  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).
  9
  
  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.
  
             (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.
  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 29, 1998.
  
                                         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                 May 29, 1998
  ----------------------------------------     Executive Officer and Director
             Laurence E. Hirsch                (Principal Executive Officer)
  
          /s/ DAVID W. QUINN                   Vice Chairman of the Board, Chief            May 29, 1998
  ----------------------------------------     Financial Officer and Director
              David W. Quinn                   (Principal Financial Officer)
  
          /s/ BARRY WILSON                     Controller (Principal Accounting             May 29, 1998
  ----------------------------------------     Officer)
              Barry Wilson                     
  
                                               Majority of the Board of Directors:          May 29, 1998
  By:    /s/ LAURENCE E. HIRSCH                Alan B. Coleman, Dan W. Cook III,
     -------------------------------------     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
  11
  
                                     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 29, 1998.
  
                                        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 Officer        May 29, 1998
  ------------------------------------------        (Principal Executive Officer)
           Richard C. Decker                        
  
      /s/ J. STEPHEN BILHEIMER                      Vice Chairman and Director                   May 29, 1998
  ------------------------------------------
          J. Stephen Bilheimer
  
        /s/ KIMBERLY A. PINSON                      Vice President, Treasurer, Controller        May 29, 1998
  ------------------------------------------        and Assistant Secretary
            Kimberly A. Pinson                      (Principal Financial Officer and
                                                    Principal Accounting Officer)
  
                                                    Majority of the Board of Directors:          May 29, 1998
  By:  /s/ J. STEPHEN BILHEIMER                     J. Stephen Bilheimer, Josiah O. Low,
     ---------------------------------------        III 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
  12
  
                                     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 29, 1998.
  
                                      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 Officer        May 29, 1998
  -------------------------------------------       (Principal Executive Officer)
             Richard C. Decker                      
  
        /s/ J. STEPHEN BILHEIMER                    Vice Chairman and Director                   May 29, 1998
  -------------------------------------------
            J. Stephen Bilheimer
  
        /s/ KIMBERLY A. PINSON                      Vice President, Treasurer, Controller        May 29, 1998
  -------------------------------------------       and Assistant Secretary
            Kimberly A. Pinson                      (Principal Financial Officer and
                                                     Principal Accounting Officer)
  
                                                    Majority of the Board of Directors:          May 29, 1998
  By:   /s/ J. STEPHEN BILHEIMER                    J. Stephen Bilheimer, Josiah O. Low,
     ----------------------------------------       III 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
  13
  
                                  INDEX TO EXHIBITS
                                 CENTEX CORPORATION
                                  AND SUBSIDIARIES
  EXHIBIT                                                                             FILED HEREWITH OR
  NUMBER                   EXHIBIT                                                 INCORPORATED BY REFERENCE
  ------                   -------                                                 -------------------------
  4.1          Restated Articles of Incorporation of                         Filed herewith.
               Centex.
  
  4.2          By-laws of Centex.                                            Exhibit 3.2 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").
  
  4.3          Specimen Centex common stock                                  Exhibit 4.3 to Form S-8 Registration Statement of
               certificate (with tandem trading legend                       Centex, Holding and CDC dated June 2, 1997.
               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,                           Exhibit 4.3 to Centex 1993 Form 10-K.
               dated 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
               1996, between Centex and ChaseMellon                          Centex dated October 8, 1997.
               Shareholder Services, as Rights Agent.
  
  4.7          Centex Corporation 1998 Stock Option                          Filed herewith.
               Plan.
  
  5            Opinion of Raymond G. Smerge regarding                        Filed herewith. 
               legality of shares being issued.
  
  23.1         Consent of Independent Public                                 Filed herewith.
               Accountants.
  
  23.2         Consent of Raymond G. Smerge (included                        Filed herewith.
               in his opinion filed as Exhibit 5 hereto).
  
  24           Powers of Attorney.                                           Filed herewith.
  14
  
                                  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,
               Corporation.                                                  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.                               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 Form S-8 Registration Statement of
               common stock certificate (with tandem                         Centex, Holding and CDC dated June 2, 1997
               trading legend and Rights Agreement
               legend).
  
  4.5          Nominee Agreement, dated as of                                Exhibit 4.3 to Holding Form 10-K.
               November 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,                           Exhibit 4.4 to Holding Form 10-K.
               dated 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                                 Exhibit 23.1 of Centex Exhibits filed herewith.
               Accountants.
  
  23.2         Consent of Raymond G. Smerge.                                 Exhibit 5 of Centex Exhibits filed herewith.
  
  24           Powers of Attorney.                                           Filed herewith.
  15
  
                                  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 October
               3333 Development Corporation                        14, 1987 ("CDC Amendment No. 1") to the
               ("Development") as currently in effect.             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 CDC.         Exhibit 4.1 to the CDC Registration Statement.
  
  4.4          Second Amended and Restated Agreement of            Filed herewith.
               Limited Partnership of CDC.
  
  4.5          Specimen certificate for Class A limited            Exhibit 4.3 to the CDC Registration Statement.
               partnership units.
  
  4.6          Specimen certificate for Class B limited            Exhibit 4.4 to the CDC Registration Statement.
               partnership units.
  
  4.7          Specimen certificate for Class C limited            Filed herewith.
               partnership units.
  
  4.8          Warrant Agreement, dated as of                      Exhibit 4.5 to CDC Form 10-K.
               November 30, 1987, by and between CDC
               and Centex Corporation ("Centex").
  
  4.9          Specimen warrant certificate.                       Exhibit 4.6 to CDC Amendment No. 3.
  
  4.10         Specimen Centex common stock certificate            Exhibit 4.3 to Form S-8 Registration Statement of
               (with tandem trading legend and Rights              Centex, Holding and CDC dated June 2, 1997.
               Agreement legend).
  
  4.11         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.
  
  4.12         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.
  
  4.13         Form of Operating Partnership Agreement.            Exhibit 4.9 to the CDC Registration Statement.
  
  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.