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EXHIBIT 4.2









March 1, 2004



VIA HAND DELIVERY



Mellon Investor Services LLC

600 North Pearl Street, Suite 1010

Dallas, TX 75201-2884



Attention: David M. Cary, Vice President




	 	Re: 	 	Termination of the Nominee Agreement dated

November 30, 1987, as amended (the “Nominee

Agreement”), by and among Centex Corporation, 3333

Holding Corporation, Centex Development Company,

L.P. and Mellon Investor Services LLC, as successor

Nominee and Transfer Agent	 





Ladies and Gentlemen:



     As you will recall, Section 8.3 of the Nominee Agreement provides that the
Nominee Agreement may be terminated in all respects without a Detachment (as
defined in the Nominee Agreement) or distribution of the Deposited Securities
(as defined in the Nominee Agreement) upon the agreement of Centex Corporation
(“Centex”), 3333 Holding Corporation (“Holding”) and Centex Development
Company, L.P. (the “Partnership”), and subject to the approval of a majority of
the Centex stockholders. On November 17, 2003, Centex and Holding entered into
an Agreement and Plan of Merger (the “Holding Merger Agreement”) whereby
Holding would become a wholly owned subsidiary of Centex (the “Holding
Merger”). In the Holding Merger Agreement, Centex and Holding agreed that,
subject to the approval of the Centex stockholders, and the consummation of the
Holding Merger and the Partnership Merger (as defined below), the Nominee
Agreement would terminate as to the common stock of Holding held by the Nominee
without effectuation of the Detachment of the Deposited Securities. Also on
November 17, 2003, Centex and the Partnership entered into an Agreement and
Plan of Merger (the “Partnership Merger Agreement”) whereby the Partnership
would become an indirect partnership subsidiary of Centex (the “Partnership
Merger”). In the Partnership Merger Agreement, Centex



 









 




Mellon Investor Services LLC

March 1, 2004

Page 2


and the Partnership
agreed that, subject to the approval of the Centex stockholders, and the
consummation of the Holding Merger and the Partnership Merger, the Nominee
Agreement would terminate as to the 900 warrants to purchase Class B Units of limited
partnership interest in the Partnership held by the Nominee without
effectuation of the Detachment of the Deposited Securities.




     Centex represents and warrants that, as of February 29, 2004, all of the conditions to the termination of the
Nominee Agreement have been met, as reflected by the following: (i) the
proposal to terminate the Nominee Agreement was approved by the requisite vote
of the Centex stockholders at the special meeting held on February 25, 2004,
(ii) the proposal to approve the Holding Merger was approved by the requisite
vote of the Holding stockholders at the special meeting held on February 25,
2004 and the Holding Merger became effective at 8:59 p.m. Pacific Time on
February 29, 2004 as specified in the Articles of Merger filed with the
Secretary of State of the State of Nevada on February 25, 2004, and (iii) the
Partnership Merger was approved by all of the Partnership’s partners by written
consent on or before February 25, 2004 and became effective at 11:59 p.m.
Eastern Time on February 29, 2004 as specified in the Certificate of Merger
filed with the Secretary of State of the State of Delaware on February 25,
2004.



     Accordingly, the Nominee Agreement was terminated on February 29, 2004.



     Please acknowledge receipt of this letter and termination of the Nominee
Agreement by executing a copy of this letter in the place provided below and
returning the same in the enclosed self-addressed envelope.



Very truly yours,



/s/ DAVID A. GREENBLATT



David A. Greenblatt



Acknowledged:



MELLON INVESTORS SERVICES LLC



	 	 	 	 	 	 	 
	By:

	 	/s/ DAVID M. CARY
	 	 	
 	 	 
	 	 	David M. Cary, Vice
President