<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                             JOINT QUARTERLY REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                             For the Quarter Ended

                               SEPTEMBER 30, 1995

                           Commission File No. 1-6776


                                 [Centex Logo]


                               CENTEX CORPORATION
                              A Nevada Corporation
                   IRS Employer Identification No. 75-0778259
                          3333 Lee Parkway, Suite 1200
                              Dallas, Texas 75219
                                 (214) 559-6500

              Commission File Nos. 1-9624 and 1-9625, respectively

                            3333 HOLDING CORPORATION
                              A Nevada Corporation
                        CENTEX DEVELOPMENT COMPANY, L.P.
                         A Delaware Limited Partnership

    IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
                          3333 Lee Parkway, Suite 500
                              Dallas, Texas 75219
                                 (214) 559-6700

The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
________________________________________________________________________________

As of the close of business on November 8, 1995, 28,298,835  shares of Centex
Corporation common stock were outstanding, 1,000 shares of common stock of 3333
Holding Corporation were outstanding, and 1,000 class A units of limited
partnership interest of Centex Development Company, L.P. were outstanding.
________________________________________________________________________________
<PAGE>   2
                               CENTEX CORPORATION
                            3333 HOLDING CORPORATION
                        CENTEX DEVELOPMENT COMPANY, L.P.


                          FORM 10-Q TABLE OF CONTENTS


                               SEPTEMBER 30, 1995


                               CENTEX CORPORATION

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>       <C>                                                                                                        <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.     Condensed Consolidated Financial Statements                                                      1

                       Condensed Consolidated Statement of Earnings
                       for the Three Months Ended September 30, 1995                                                    2

                       Condensed Consolidated Statement of Earnings
                       for the Six Months Ended September 30, 1995                                                      3

                       Condensed Consolidated Balance Sheets                                                            4

                       Condensed Consolidated Statement of Cash Flows
                       for the Six Months Ended September 30, 1995                                                      5

                       Notes to Condensed Consolidated Financial Statements                                           6-8

           ITEM 2.     Management's Discussion and Analysis of Results
                       of Operations and Financial Condition                                                         9-12

PART II.   OTHER INFORMATION

           ITEM 4.     Submission of Matters to a Vote of Security Holders                                             13

           ITEM 6.     Exhibits and Reports on Form 8-K                                                                13

SIGNATURES                                                                                                             14
</TABLE>





                                      -i-
<PAGE>   3
                            3333 HOLDING CORPORATION

                        CENTEX DEVELOPMENT COMPANY, L.P.



<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>       <C>                                                                                                       <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.     Condensed Combining Financial Statements                                                        15

                       Condensed Combining Statement of Operations
                       for the Three Months Ended September 30, 1995                                                   16

                       Condensed Combining Statement of Operations
                       for the Six Months Ended September 30, 1995                                                     17

                       Condensed Combining Balance Sheets                                                              18

                       Condensed Combining Statement of Cash Flows
                       for the Six Months Ended September 30, 1995                                                     19

                       Notes to Condensed Combining Financial Statements                                               20

           ITEM 2.     Management's Discussion and Analysis of Results
                       of Operations and Financial Condition                                                           21

PART II.   OTHER INFORMATION

           ITEM 4.     Submission of Matters to a Vote of Security Holders                                             22

           ITEM 6.     Exhibits and Reports on Form 8-K                                                                22

SIGNATURES                                                                                                          23-24
</TABLE>





                                      -ii-
<PAGE>   4
                               CENTEX CORPORATION

                         PART I.  FINANCIAL INFORMATION

                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



ITEM 1.

           The condensed consolidated financial statements include the accounts
of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.  It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest annual report on Form
10-K.  In the opinion of the Company, all adjustments necessary to present
fairly the information in the following condensed consolidated financial
statements of the Company have been included.  The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.





                                      -1-
<PAGE>   5
                      CENTEX CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                 (dollars in thousands, except per share data)
                                  (unaudited)


<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED                                   September 30,
                                                     -------------------------------
                                                          1995              1994
                                                     -------------     -------------      
<S>                                                  <C>               <C>
REVENUES
   Home Building                                     $     482,017     $     554,959
   Financial Services                                       34,669            29,889
   Contracting and Construction Services                   270,160           270,861
                                                     -------------     -------------      
                                                           786,846           855,709
                                                     -------------     -------------      

COSTS AND EXPENSES
   Home Building                                           457,510           522,927
   Financial Services                                       29,699            28,308
   Contracting and Construction Services                   270,048           271,406
   Other, net                                                   63               493
   Equity in Earnings of Affiliate (CXP)                    (7,928)           (5,762)
   Corporate General and Administrative                      3,725             3,643
   Interest Expense                                          9,714             7,607
                                                     -------------     -------------      
                                                           762,831           828,622
                                                     -------------     -------------      

EARNINGS BEFORE INCOME TAXES                                24,015            27,087
   Income Taxes                                              9,464            10,186
                                                     -------------     -------------      

NET EARNINGS                                         $      14,551     $      16,901
                                                     =============     =============
EARNINGS PER SHARE                                   $        0.50     $        0.55
                                                     =============     =============
AVERAGE SHARES OUTSTANDING                              29,019,183        30,732,544
                                                     =============     =============
CASH DIVIDENDS PER SHARE                             $        0.05     $        0.05
                                                     =============     =============

</TABLE>



See notes to condensed consolidated financial statements.




                                     -2-
<PAGE>   6
                      CENTEX CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                 (dollars in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED                                    September 30,
                                                   --------------------------------
                                                        1995               1994
                                                   -------------      -------------
<S>                                                <C>                <C>
REVENUES
   Home Building                                   $     911,323      $   1,086,855
   Financial Services                                     59,936             67,473
   Contracting and Construction Services                 516,537            533,898
                                                   -------------      -------------
                                                       1,487,796          1,688,226
                                                   -------------      -------------
COSTS AND EXPENSES
   Home Building                                         868,291          1,026,591
   Financial Services                                     52,964             60,475
   Contracting and Construction Services                 516,382            535,048
   Other, net                                                246                908
   Equity in Earnings of Affiliate (CXP)                 (13,839)            (9,475)
   Corporate General and Administrative                    7,370              7,340
   Interest Expense                                       19,294             14,801
                                                   -------------      -------------
                                                       1,450,708          1,635,688
                                                   -------------      -------------
EARNINGS BEFORE GAIN ON CXP INITIAL
   PUBLIC OFFERING AND INCOME TAXES                       37,088             52,538
   Gain on CXP Initial Public Offering                     -                 59,328
                                                   -------------      -------------
EARNINGS BEFORE INCOME TAXES                              37,088            111,866
   Income Taxes                                           14,664             41,567
                                                   -------------      -------------
NET EARNINGS                                       $      22,424      $      70,299
                                                   =============      =============
EARNINGS PER SHARE                                 $        0.77      $        2.24
                                                   =============      =============
AVERAGE SHARES OUTSTANDING                            28,961,176         31,344,249
                                                   =============      =============
CASH DIVIDENDS PER SHARE                           $        0.10      $        0.10
                                                   =============      =============
</TABLE>


See notes to condensed consolidated financial statements.





                                     -3-
<PAGE>   7
                      CENTEX CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>                                                                                                              
                                                           Centex Corporation and                                      
                                                                Subsidiaries                  Centex Corporation  
                                                        -----------------------------    -----------------------------
                                                        September 30,      March 31,     September 30,      March 31,
                                                             1995*          1995**            1995*          1995**    
                                                        -------------   -------------    -------------   -------------
<S>                                                     <C>             <C>              <C>             <C>           
ASSETS                                                                                                                 
Cash and Cash Equivalents                               $      26,390   $      23,785    $      19,277   $      18,534 
Receivables -                                                                                                          
   Residential Mortgage Loans                                 550,706         413,802           -               -      
   Other                                                      240,090         235,795          224,919         226,744 
   Affiliates                                                  -               -                -               -      
Inventories                                                 1,270,510       1,166,471        1,270,510       1,166,471 
Investments -                                                                                                          
   Centex Development Company, L. P.                           42,927          46,585           42,927          46,585 
   Centex Construction Products, Inc.                          98,853          89,871           98,853          89,871 
   Joint Ventures and Other                                     5,390           5,695            5,390           5,695 
   Unconsolidated Subsidiaries                                 -               -                38,285          29,082 
Property and Equipment, net                                    38,775          41,267           25,739          25,341 
Other Assets and Deferred Charges                              23,621          26,427           16,920          19,739
                                                        -------------   -------------    -------------   -------------
                                                        $   2,297,262   $   2,049,698    $   1,742,820   $   1,628,062 
                                                        =============   =============    =============   =============
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   
Accounts Payable and Accrued Liabilities                $     588,265   $     555,944    $     526,545   $     504,659 
Short-term Debt                                               679,225         576,260          186,305         204,851 
Long-term Debt                                                322,075         222,530          322,075         222,530 
Deferred Income Taxes                                          17,269          26,737           17,467          27,795 
Stockholders' Equity -                                                                                                 
   Preferred Stock, Authorized 5,000,000                                                                               
      Shares, None Issued                                      -               -                -               -      
   Common Stock $.25 Par Value:                                                                                        
      Authorized 50,000,000 Shares:                                                                                    
      Issued and Outstanding                                                                                           
      28,214,109 and 28,070,978, respectively                   7,054           7,018            7,054           7,018 
   Capital in Excess of Par Value                               2,560          -                 2,560          -      
   Retained Earnings                                          680,814         661,209          680,814         661,209 
                                                        -------------   -------------    -------------   -------------
Total Stockholders' Equity                                    690,428         668,227          690,428         668,227 
                                                        -------------   -------------    -------------   -------------
                                                        $   2,297,262   $   2,049,698    $   1,742,820   $   1,628,062 
                                                        =============   =============    =============   =============
<CAPTION>
                                                                                                                        
                                                                 Financial Services     
                                                             -------------------------
                                                             September 30,  March 31,  
                                                                1995*         1995**    
                                                             -----------   -----------
<S>                                                          <C>           <C>          
ASSETS                                                                                  
Cash and Cash Equivalents                                    $     7,113   $     5,251  
Receivables -                                                                           
   Residential Mortgage Loans                                    550,706       413,802  
   Other                                                          15,171         9,051  
   Affiliates                                                     (1,007)       65,521  
Inventories                                                        -             -      
Investments -                                                                           
   Centex Development Company, L. P.                               -             -      
   Centex Construction Products, Inc.                              -             -      
   Joint Ventures and Other                                        -             -      
   Unconsolidated Subsidiaries                                     -             -      
Property and Equipment, net                                       13,036        15,926  
Other Assets and Deferred Charges                                  6,701         6,688  
                                                             -----------   -----------                        
                                                             $   591,720   $   516,239  
                                                             ===========   ===========
                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
Accounts Payable and Accrued Liabilities                     $    61,720   $    51,285  
Short-term Debt                                                  492,920       371,409  
Long-term Debt                                                     -             -      
Deferred Income Taxes                                               (198)       (1,058) 
Stockholders' Equity -                                                                  
   Preferred Stock, Authorized 5,000,000                                                
      Shares, None Issued                                          -             -      
   Common Stock $.25 Par Value:                                                         
      Authorized 50,000,000 Shares:                                                     
      Issued and Outstanding                                                            
      28,214,109 and 28,070,978, respectively                          2            12  
   Capital in Excess of Par Value                                 36,722        51,908  
   Retained Earnings                                                 554        42,683
                                                             -----------   -----------                        
Total Stockholders' Equity                                        37,278        94,603  
                                                             -----------   -----------                        
                                                             $   591,720   $   516,239  
                                                             ===========   ===========
</TABLE>

See notes to condensed consolidated financial statements

*  Unaudited
**  Condensed from audited financial statements.

In the supplemental data presented above, "Centex Corporation" represents the
adding together of all subsidiaries other than those included in Financial
Services (CTX Mortgage and Affiliates).  Transactions between Centex Corporation
and Financial Services have been eliminated from the Centex Corporation and
Subsidiaries balance sheets.





                                     -4-
<PAGE>   8
                      CENTEX CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (dollars in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED                                            September 30,
                                                             --------------------------
                                                                 1995          1994
                                                             ------------   -----------
<S>                                                          <C>            <C>
CASH FLOWS - OPERATING ACTIVITIES
   Net Earnings                                              $    22,424    $    70,299
   Adjustments -
      Depreciation and Amortization                                6,324          4,093
      Deferred Income Taxes                                       (5,092)        (7,224)
      Gain Related to CXP's IPO, net of Tax                        -            (37,495)
      Equity in (Earnings) Losses of CXP, Joint Ventures 
       and CDC                                                    (9,074)        (5,624)
   Increase in Receivables                                        (1,790)       (22,422)
   (Increase) Decrease in Residential Mortgage Loans            (136,904)       240,411
   Increase in Inventories                                        (9,601)       (67,384)
   Decrease in Government-Guaranteed S&L Assets                    -             23,231
   Increase (Decrease) in Payables and Accruals                   19,337         (9,194)
   Decrease (Increase) in Other Assets                             2,585         (3,404)
   Other, net                                                     (3,353)        (6,950)
                                                             -----------    -----------
                                                                (115,144)       178,337
                                                             -----------    -----------

CASH FLOWS - INVESTING ACTIVITIES
   Increase in Advances to Joint Ventures and CDC                  4,055          7,691
   Acquisition of Vista Properties                               (85,422)         -
   Dividend and Other Receipts Related to CXP's IPO                -            186,525
   Property and Equipment Additions, net                          (3,171)        (7,985)
   Increase in Marketable Securities                               -            (70,763)
                                                             -----------    -----------
                                                                 (84,538)       115,468
                                                             -----------    -----------

CASH FLOWS - FINANCING ACTIVITIES
   Decrease in S&L Deposits and Debt                               -            (35,901)
   Increase (Decrease) in Debt                                   202,510       (239,839)
   Retirement of Common Stock                                      -            (61,723)
   Proceeds from Stock Option Exercises                            2,596          1,026
   Dividends Paid                                                 (2,819)        (3,071)
                                                             -----------    -----------
                                                                 202,287       (339,508)
                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH                                    2,605        (45,703)

CASH AT BEGINNING OF YEAR                                         23,785         76,287
                                                             -----------    -----------
CASH AT END OF PERIOD                                        $    26,390    $    30,584
                                                             ===========    ===========
</TABLE>



See notes to condensed consolidated financial statements.





                                     -5-
<PAGE>   9
                      CENTEX CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1995
                                  (unaudited)

(A) A summary of changes in stockholders' equity is presented below:

<TABLE>
<CAPTION>
                                                    Capital in
                              Preferred   Common     Excess of      Retained
                                 Stock    Stock      Par Value      Earnings        Total
                              --------- ---------  -------------  ------------  ------------
                                                  (dollars in thousands)
    <S>                         <C>     <C>        <C>            <C>           <C>
    Balance, March 31, 1995     $  -    $   7,018  $      -       $    661,209  $    668,227
      Net Earnings                 -         -            -             22,424        22,424
      Exercise of Stock Options    -           36          2,560        -              2,596
      Cash Dividends               -         -            -             (2,819)       (2,819)
                                ------  ---------  -------------  ------------  ------------
    BALANCE, SEPTEMBER 30, 1995 $  -    $   7,054  $       2,560  $    680,814  $    690,428
                                ======  =========  =============  ============  ============
</TABLE>




(B) On November 30, 1987 the Company distributed to a nominee, all of the
    issued and outstanding shares of common stock of 3333 Holding Corporation
    and warrants to purchase approximately 80% of the Class B units of limited
    partnership interest in Centex Development Company, L. P.  A wholly-owned
    subsidiary of 3333 Holding Corporation serves as general partner of Centex
    Development Company, L. P.  These securities are held by the nominee on
    behalf of Centex stockholders, and will trade in tandem with the common
    stock of Centex, until such time as they are detached.  Supplementary
    condensed combined financial statements for Centex, 3333 Holding
    Corporation and Subsidiary and Centex Development Company, L. P. are as
    follows:





                                     -6-
<PAGE>   10
NOTES - continued

  CENTEX CORPORATION AND SUBSIDIARIES, 3333 HOLDING CORPORATION AND SUBSIDIARY
                     AND CENTEX DEVELOPMENT COMPANY, L. P.
                SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                               September 30,        March 31,
                                                                   1995               1995 *
                                                               -------------      -------------
<S>                                                            <C>                <C>
ASSETS
   Cash and Cash Equivalents                                   $      27,752      $      25,207
   Receivables                                                       798,375            653,622
   Inventories                                                     1,366,731          1,266,509
   Investments in
      Centex Construction Products, Inc.                              98,853             89,871
      Joint Ventures and Unconsolidated Subsidiaries                   5,390              5,695
   Property and Equipment, net                                        38,775             41,267
   Other Assets and Deferred Charges                                  23,621             26,427
                                                               -------------      -------------
                                                               $   2,359,497      $   2,108,598
                                                               =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Accounts Payable and Accrued Liabilities                    $     590,795      $     557,640
   Short-term Debt                                                   737,996            632,745
   Long-term Debt                                                    322,075            222,530
   Deferred Income Taxes                                              17,269             26,737
   Stockholders' Equity                                              691,362            668,946
                                                               -------------      -------------
                                                               $   2,359,497      $   2,108,598
                                                               =============      =============
</TABLE>
*Condensed from audited financial statements


             SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                        September 30,
                                                               --------------------------------
FOR THE SIX MONTHS ENDED                                            1995               1994
                                                               -------------      -------------
<S>                                                            <C>                <C>
   Revenues                                                    $   1,495,890      $   1,688,606
   Costs and Expenses                                              1,458,587          1,576,691
                                                               -------------      -------------
   Earnings Before Income Taxes                                       37,303            111,915
   Income Taxes                                                       14,664             41,567
                                                               -------------      -------------
NET EARNINGS                                                   $      22,639      $      70,348
                                                               =============      =============
</TABLE>                                                      





                                     -7-
<PAGE>   11
NOTES - continued

(C) In order to assure the future availability of land for home building, the
    Company has made deposits totaling $13 million as of September 30, 1995 for
    options to purchase undeveloped land and developed lots having a total
    purchase price of approximately $323 million.  These options and
    commitments expire at various dates to the year 2000.  The Company has also
    committed to purchase land and developed lots totaling approximately $56
    million.  In addition, the Company has executed lot purchase contracts with
    CDC which aggregate approximately $6 million.

(D) Interest expenses relating to the financial services operations are
    included in their respective costs and expenses.  Interest related to
    non-financial services operations are included as interest expense as
    summarized below.

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                  -----------------------------
                                                    9/30/95            9/30/94
                                                  ----------         ----------
    <S>                                           <C>                <C>
    Total Interest Incurred                       $   33,307         $   30,000
    Less Financial Services                          (14,013)           (15,199)
                                                  ----------         ----------
    Interest Expense                              $   19,294         $   14,801
                                                  ==========         ==========
</TABLE>


(E) During the quarter, the Company completed the acquisition of an equity
    interest in Vista Properties, Inc. ("Vista") for approximately $85 million.
    As a result of Centex's acquisition, Vista's equity and debt holders
    received distributions of approximately $115 million which included
    Centex's $85 million investment plus $30 million of Vista's cash balances.
    Vista owns approximately 3,400 acres of land in seven states.  The land is
    zoned, planned or developed for single- and multi-family residential,
    office, retail, industrial, and other commercial uses.  The land will
    provide Centex with key residential sites in certain of its existing
    markets as well as commercial development opportunities.  In addition,
    Vista has certain potential tax benefits which may become partially useable
    by Vista in future years.

(F) Certain prior year balances have been reclassified to be consistent with
    the fiscal 1996 presentation.





                                     -8-
<PAGE>   12
                               CENTEX CORPORATION


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                 OF OPERATIONS AND FINANCIAL CONDITION


           Centex consolidated revenues for the quarter were $787 million, 8%
less than revenues of $856 million for the same quarter last year.  Net
earnings for the quarter were $14.6 million, 14% less than $16.9 million for
the same quarter a year ago.  Earnings per share for this year's quarter were
$.50 compared to $.55 for the same quarter in fiscal 1995.

           For the six months ended September 30, 1995, corporate revenues
totaled $1.5 billion, 12% less than $1.7 billion for the same period last year.
Earnings before income taxes were $37.1 million for the period this year, 29%
less than $52.5 million for the same period last year.  Total earnings before
income taxes for the period last year, including the gain on the sale of 51% of
CXP, were $111.9 million.  Net earnings for the current six months were $22.4
million, 32% less than $32.8 million for the same period last year.  Total net
earnings for the six months last year, including the gain on the CXP sale, were
$70.3 million.  Earnings per share for the current six months were $.77
compared to $1.05 last year.  Total earnings per share for the six months last
year, including the gain from the CXP sale, were $2.24.

           Earnings per share for both the quarter and the six months this year
declined less than net earnings for the respective periods last year due to
fewer average shares outstanding in the current periods.  During the fiscal
year ended March 31, 1995, Centex repurchased 3.74 million shares of its common
stock, or about 12% of the shares outstanding at the beginning of its 1995
fiscal year.


HOME BUILDING

           The following summarizes Home Building results for the quarter and
fiscal year-to-date ended September 30, 1995 compared to the quarter and fiscal
year-to-date ended September 30, 1994 (dollars in millions, except per unit
data):
<TABLE>
<CAPTION>
                                                            Quarter Ended                        Quarter Ended
                                                               9/30/95                               9/30/94
                                                        -------------------------            -------------------------
<S>                                                     <C>                <C>               <C>                <C>
Home Building Revenues                                  $  482.0           100.0%            $  555.0           100.0%
Cost of Sales                                             (397.1)          (82.4%)             (460.2)          (82.9%)
Selling, General & Administrative                          (60.4)          (12.5%)              (62.7)          (11.3%)
                                                        --------           -----             --------           -----
Operating Earnings                                      $   24.5             5.1%            $   32.1             5.8%
                                                        --------           -----             --------           -----
Units Closed                                               2,922                                3,469
Unit Sales Price                                        $163,143                             $158,613
     % Change                                                2.9%                                10.1%
Operating Earnings per Unit                             $  8,387                             $  9,234
     % Change                                               (9.2%)                               33.4%
</TABLE>





                                      -9-
<PAGE>   13
<TABLE>
<CAPTION>
                                                                Fiscal                               Fiscal
                                                              Year-to-Date                         Year-to-Date
                                                                9/30/95                               9/30/94
                                                        --------------------------           --------------------------
<S>                                                     <C>                <C>               <C>                  <C>
Home Building Revenues                                  $  911.3           100.0%            $1,086.9           100.0%
Cost of Sales                                             (750.0)          (82.3%)             (903.3)          (83.1%)
Selling, General & Administrative                         (118.3)          (13.0%)             (123.3)          (11.3%)
                                                        --------           -----             --------           -----
Operating Earnings                                      $   43.0             4.7%            $   60.3             5.6%
                                                        --------           -----             --------           -----
Units Closed                                               5,574                                6,702
Unit Sales Price                                        $161,692                             $156,689
     % Change                                                3.2%                                 9.2%
Operating Earnings per Unit                             $  7,720                             $  8,992
     % Change                                              (14.1%)                               36.9%
</TABLE>


           The operating earnings for the quarter and fiscal year-to-date ended
September 30, 1995 were lower as a percentage of revenues and on a per unit
basis compared to the same periods last year as a result of certain general and
administrative costs being absorbed by 16% fewer closed units in the quarter
ended September 30, 1995 and 17% fewer closed units in the six months ended
September 30, 1995.


FINANCIAL SERVICES

           The Financial Services segment consists of Mortgage Banking in 1995
and Mortgage Banking and Savings and Loan in 1994.  The following summarizes
Financial Services' results for the quarter and fiscal year-to-date  ended
September 30, 1995 compared to the quarter and fiscal year-to-date ended
September 30, 1994 (dollars in millions):


<TABLE>
<CAPTION>
                                                                                        Fiscal             Fiscal
                                                Quarter Ended      Quarter Ended     Year-to-Date        Year-to-Date
                                                   9/30/95            9/30/94          9/30/95             9/30/94
                                                -------------      -------------    ------------        -------------
<S>                                               <C>                <C>             <C>                <C>
Revenues                                           $  34.7            $  29.9         $     59.9         $     67.5
                                                   -------            -------         ----------         ----------
Operating Earnings                                 $   5.0            $   1.6         $      7.0         $      7.0
                                                   -------            -------         ----------         ----------
Origination Volume                                 $ 1,249            $ 1,165         $    2,308         $    2,425
                                                   -------            -------         ----------         ----------
Number of Loans Originated                                                                                 
     Centex-built Homes                              2,015              2,270              3,751              4,552
     Non-Centex-built Homes                          8,644              8,052             16,084             17,108
                                                   -------            -------         ----------         ----------
                                                    10,659             10,322             19,835             21,660
                                                   =======            =======         ==========         ==========
</TABLE>





                                      -10-
<PAGE>   14
           Declining interest rates during the first six months of the fiscal
year resulted in an increase in mortgage applications over the same period
last year.  Applications for the current quarter totaled 10,977, 14% higher
than 9,628 applications for the same quarter last year.  Applications for the
six months were 22,391, up 13% from 19,877 for the same period in the prior
fiscal year.  These increases occurred even though Mortgage Banking has
approximately 40% fewer offices than it had at its peak in the prior fiscal
year.

           Savings and Loan revenues were $2.7 million and operating earnings
were $1.2 million for the quarter ended September 30, 1994 and $4.5 million and
$1.8 million, respectively, for the six months then ended.  In December 1994,
the Savings and Loan sold its deposits and branches and exited the industry.


CONTRACTING AND CONSTRUCTION SERVICES

           The following summarizes Contracting and Construction Services
results for the quarter and fiscal year-to-date ended September 30, 1995
compared to the quarter and fiscal year-to-date ended September 30, 1994
(dollars in millions):

<TABLE>
<CAPTION>
                                                                                     Fiscal            Fiscal
                                             Quarter Ended      Quarter Ended     Year-to-Date       Year-to-Date
                                                9/30/95            9/30/94           9/30/95            9/30/94
                                             -------------      -------------    --------------      -------------
<S>                                          <C>                <C>               <C>                <C>
Revenues                                        $  270.2           $  270.9         $   516.5          $   533.9
                                                --------           --------         ---------          ---------
Operating Earnings (Loss)                       $     .1           $    (.5)        $      .2          $    (1.2)
                                                --------           --------         ---------          ---------
New Contracts Received                          $    298           $    266         $     566          $     677
                                                --------           --------         ---------          ---------
Backlog of Uncompleted Contracts                $  1,373           $  1,379         $   1,373          $   1,379
                                                --------           --------         ---------          ---------
</TABLE>


           Contracting and Construction Services continues to operate in a
highly competitive market environment.  Nonresidential construction is
improving as the economy strengthens and profit margins in this group are
improving.  The Contracting and Construction Services operation provided a
positive average net cash flow in excess of Centex's investment in the group of
approximately $60 million during the current and prior year quarters.


EQUITY IN EARNINGS OF AFFILIATE (CXP)

           Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $7.9
million for the current quarter, a 38% increase over $5.8 million for the same
quarter a year ago.  For the current six months, Centex's 49% equity in CXP
totaled $13.8 million, 46% higher than $9.5 million for the same period in the
prior fiscal year.  Centex Construction Products, Inc.  benefited from record
Cement operating earnings which rose 39% in the current quarter and from
improved operating results in its Gypsum Wallboard and Concrete and Aggregates
businesses.        


ACQUISITION OF VISTA PROPERTIES, INC.

           During the quarter, the Company completed the acquisition of an
equity interest in Vista Properties, Inc. ("Vista") for approximately $85
million.  As a result of Centex's acquisition, Vista's equity and debt holders
received distributions of approximately $115 million which included Centex's
$85 million investment plus $30 million of Vista's cash balances.  Vista owns
approximately 3,400 acres of land in seven states.  The land is zoned, planned
or developed for single- and multi-family residential, office, retail,
industrial, and other commercial uses.  The land will provide Centex





                                      -11-
<PAGE>   15
with key residential sites in certain of its existing markets as well as
commercial development opportunities.  In addition, Vista has certain potential
tax benefits which may become partially useable by Vista in future years.


FINANCIAL CONDITION AND LIQUIDITY

           Centex fulfills its short-term financing requirements with cash
generated from its operations and funds available under its credit facilities.
These credit facilities also serve as back-up lines for overnight borrowings
under its uncommitted bank facilities and commercial paper program.  In
addition, CTX Mortgage Company has its own credit facilities which aggregates
$600 million.  These facilities are used by CTX to finance mortgages held
during the period they are being securitized and readied for delivery against
forward sale commitments.

           As a result of improving home sales and related construction
activity, $9.6 million during the six months ended September 30, 1995, and
$67.4 million during the six months ended September 30, 1994 were used to fund
the increase in homes under construction, home building land and land
development costs.  Residential mortgage loans increased from their March 31,
1995 level by $136.9 million due to the increase in mortgage banking activity.
Centex's debt increased by approximately $80 million during the current fiscal
year which funded the Vista acquisition and inventory additions.  The increase
in mortgage activity was funded with CTX Mortgage Company's credit facilities
($121.5 million) and working capital.

           The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.


OUTLOOK

           Recent interest rate drops have positively impacted both the Home
Building and Financial Services businesses.  Improving backlogs in these
businesses, combined with continuing strong results from CXP, should generate
earnings gains as the fiscal year progresses.





                                      -12-
<PAGE>   16
                               CENTEX CORPORATION

                          PART II.  OTHER INFORMATION


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


           On July 27, 1995, Centex held its Annual Meeting of Stockholders.
At the Annual Meeting, William J Gillilan III, David W. Quinn and Paul T.
Stoffel were elected as directors to serve for a three-year term until the 1998
Annual Meeting.  Voting results for these nominees are summarized as follows:

<TABLE>
<CAPTION>
                                                             Number of Shares
                                                    --------------------------------
                                                       For                   Against
                                                    ----------               -------
            <S>                                     <C>                      <C>
            William J Gillilan III                  23,842,231               67,119
                                                    ----------               -------
            David W. Quinn                          23,843,359               65,991
                                                    ----------               -------
            Paul T. Stoffel                         23,843,259               66,091
                                                    ----------               -------
</TABLE>


           Additionally, the holders of the Common Stock approved the motion to
extend until November 30, 2007 the detachment date of warrants to purchase
Class B Units of limited partnership interest in Centex Development Company,
L.P.  Voting results are summarized as follows:


<TABLE>
                            <S>                    <C>
                            21,684,052             Shares FOR
                            ----------
                               126,192             Shares AGAINST
                            ----------
                               247,872             Shares ABSTAINED
                            ----------
</TABLE>



ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits

                     Exhibit 27 - Financial Data Schedule


             (b)  Reports on Form 8-K

                     The Registrant filed a report on Form 8-K dated October
                 12, 1995, reporting the acquisition of equity securities of
                 Vista Properties, Inc., a Nevada Corporation.


All other items required under Part II are omitted because they are not
applicable.





                                      -13-
<PAGE>   17
                                   SIGNATURES





                 Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                                  CENTEX CORPORATION
                                        ----------------------------------------
                                                      Registrant
                                        
                                        
November 10, 1995                                /s/ David W. Quinn
                                        ----------------------------------------
                                                    David W. Quinn
                                             Executive Vice President and
                                                Chief Financial Officer
                                             (principal financial officer)
                                        
                                        
November 10, 1995                              /s/ Michael S. Albright
                                        ----------------------------------------
                                                  Michael S. Albright
                                        Vice President - Finance and Controller
                                              (chief accounting officer)





                                      -14-
<PAGE>   18
                            3333 HOLDING CORPORATION
                        CENTEX DEVELOPMENT COMPANY, L.P.

                         PART I.  FINANCIAL INFORMATION

                    CONDENSED COMBINING FINANCIAL STATEMENTS


ITEM 1.

           The condensed combining financial statements include the accounts of
3333 Holding Corporation and subsidiary and Centex Development Company, L.P.
(collectively the "Companies"), and have been prepared by the Companies,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Companies believe that the disclosures are adequate
to make the information presented not misleading.  It is suggested that these
condensed combining financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companies' latest
annual report on Form 10-K.  In the opinion of the Companies, all adjustments
necessary to present fairly the information in the following condensed
financial statements of the Companies have been included.  The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.





                                      -15-
<PAGE>   19
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
                  CONDENSED COMBINING STATEMENT OF OPERATIONS
               (dollars in thousands, except per share/unit data)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                 For The Three Months Ended September 30,
                                       --------------------------------------------------------------------------------------------
                                                          1995                                           1994
                                       -------------------------------------------    ---------------------------------------------
                                                                      3333 HOLDING                                     3333 HOLDING
                                                         CENTEX        CORPORATION                     CENTEX           CORPORATION
                                                       DEVELOPMENT        AND                        DEVELOPMENT           AND
                                         COMBINED     COMPANY, L.P.    SUBSIDIARY        COMBINED    COMPANY, L.P.      SUBSIDIARY
                                       -------------  -------------  -------------    -------------  -------------    -------------
<S>                                    <C>            <C>            <C>              <C>            <C>              <C>
Revenues                               $       8,099  $       7,998  $         470    $       1,330  $       1,197    $         376
                                   
Costs and Expenses                             7,913          7,829            453            1,559          1,461              341
                                       -------------  -------------  -------------    -------------  -------------    -------------
                                   
Earnings (Loss) Before Income Taxes              186            169             17             (229)          (264)              35
                                   
Income Taxes                                     -              -              -                -              -                -
                                       -------------  -------------  -------------    -------------  -------------    -------------
                                   
NET EARNINGS (LOSS)                    $         186  $         169  $          17    $        (229) $        (264)   $          35
                                       =============  =============  =============    =============  =============    =============
                                   
EARNINGS (LOSS) PER SHARE/UNIT     
   (Average Outstanding Shares,    
   1,000; Units, 1,000)                               $         169  $          17                   $        (264)   $          35
                                                      =============  =============                   =============    =============
</TABLE>


See notes to condensed combining financial statements.





                                     -16-
<PAGE>   20
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
                  CONDENSED COMBINING STATEMENT OF OPERATIONS
               (dollars in thousands, except per share/unit data)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                 For The Six Months Ended September 30,
                                    ------------------------------------------------------------------------------------------------
                                                         1995                                             1994
                                    ---------------------------------------------    -----------------------------------------------
                                                                    3333 HOLDING                                      3333 HOLDING
                                                      CENTEX         CORPORATION                       CENTEX          CORPORATION
                                                    DEVELOPMENT         AND                          DEVELOPMENT          AND
                                       COMBINED     COMPANY, L.P.    SUBSIDIARY        COMBINED      COMPANY, L.P.     SUBSIDIARY
                                    -------------  --------------  --------------    -------------  ---------------  ---------------
<S>                                 <C>            <C>             <C>               <C>            <C>              <C>
Revenues                            $      10,481  $       10,239  $        1,081    $       4,435  $         4,174  $           712
                                    
Costs and Expenses                         10,285          10,258             866            4,801            4,589              663
                                    -------------  --------------  --------------    -------------  ---------------  ---------------
                                    
Earnings (Loss) Before Income Taxes           196             (19)            215             (366)            (415)              49
                                    
Income Taxes                               -              -               -                 -               -                -
                                    -------------  --------------  --------------    -------------  ---------------  ---------------
                                    
NET EARNINGS (LOSS)                 $         196  $          (19) $          215    $        (366) $          (415) $            49
                                    =============  ==============  ==============    =============  ===============  ===============
                                    
EARNINGS (LOSS) PER SHARE/UNIT      
   (Average Outstanding Shares,     
   1,000; Units, 1,000)                            $          (19) $          215                   $          (415) $            49
                                                   ==============  ==============                   ===============  ===============
</TABLE>


See notes to condensed combining financial statements.





                                     -17-
<PAGE>   21
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
                       CONDENSED COMBINING BALANCE SHEETS
                             (dollars in thousands)



<TABLE>
<CAPTION>
                                                        September 30,  1995*                         March 31, 1995**
                                             ------------------------------------------   ---------------------------------------
                                                                           3333 HOLDING                              3333 HOLDING
                                                               CENTEX       CORPORATION                  CENTEX       CORPORATION
                                                             DEVELOPMENT        AND                    DEVELOPMENT        AND
                                              COMBINED      COMPANY, L.P.   SUBSIDIARY     COMBINED   COMPANY, L.P.   SUBSIDIARY
                                             ------------  --------------- ------------   ----------- -------------  ------------
<S>                                          <C>           <C>              <C>           <C>          <C>           <C>
ASSETS                                       
   Cash                                       $     1,362  $         1,361  $         1   $     1,422  $      1,403  $         19
   Accounts Receivable                                507              769          190           187           570           187
   Notes Receivable -                        
      Centex Corporation and Subsidiaries           7,700          -              7,700         7,700        -              7,700
      Other                                         7,262            7,262        -             4,025         4,025        -
   Investment in Affiliate                          -              -                767         -            -                767
   Projects Held for Development & Sale -    
          Forster Ranch                            55,828           55,828        -            53,493        53,493        -
          Other                                    39,459           39,459        -            46,455        46,455        -
                                              -----------  ---------------  -----------   -----------  ------------  ------------
                                              $   112,118  $       104,679  $     8,658   $   113,282  $    105,946  $      8,673
                                              ===========  ===============  ===========   ===========  ============  ============

LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
   Accounts Payable and
      Accrued Liabilities                     $     2,639  $         2,467  $       624   $     2,480  $      2,196  $        854
   Notes Payable -                            
      Centex Corporation and Subsidiaries           7,600          -              7,600         7,600        -              7,600
      Forster Ranch                                55,828           55,828        -            53,493        53,493        -
      Other                                         2,943            2,943        -             2,992         2,992        -
   Land Sale Deposits                               -              -              -                 5             5        -
                                              -----------  ---------------  -----------   -----------  ------------  ------------
         Total Liabilities                         69,010           61,238        8,224        66,570        58,686         8,454
                                              
         Stockholders' Equity and             
            Partners' Capital                      43,108           43,441          434        46,712        47,260           219
                                              -----------  ---------------  -----------   -----------  ------------  ------------
                                              $   112,118  $       104,679  $     8,658   $   113,282  $    105,946  $      8,673
                                              ===========  ===============  ===========   ===========  ============  ============
</TABLE>


*  Unaudited
** Condensed from audited financial statements.

See notes to condensed combining financial statements.





                                     -18-
<PAGE>   22
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
                  CONDENSED COMBINING STATEMENT OF CASH FLOWS
                             (dollars in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                     For The  Six Months Ended September  30,
                                          ----------------------------------------------------------------------------------------
                                                            1995                                       1994
                                          --------------------------------------------   -----------------------------------------
                                                                         3333 HOLDING                               3333 HOLDING
                                                           CENTEX         CORPORATION                  CENTEX        CORPORATION
                                                         DEVELOPMENT          AND                    DEVELOPMENT         AND
                                            COMBINED     COMPANY, L.P.     SUBSIDIARY     COMBINED   COMPANY, L.P.    SUBSIDIARY
                                          -----------    -------------   -------------   ---------    ----------    --------------
<S>                                       <C>            <C>             <C>             <C>          <C>           <C>
Cash Flows - Operating Activities                                        
 Net Earnings (Loss)                      $       196    $         (19)  $         215   $    (366)   $     (415)   $           49
 Net Change in Payables, Accruals,                                       
  Deposits and Receivables                       (166)              67            (233)       (385)         (338)              (47)
 (Increase)Decrease in Notes Receivable        (3,237)          (3,237)          -             119           119           -
 Decrease (Increase) in Projects Held                                    
  for Development and Sale                      4,661            4,661           -             (86)          (86)          -
                                          -----------    -------------   -------------   ---------    ----------    --------------
                                                1,454            1,472             (18)       (718)         (720)                2
                                          -----------    -------------   -------------   ---------    ----------    --------------
                                                                         
Cash Flows - Financing Activities                                        
 Increase  in Notes Payable                     2,286            2,286           -           1,532         1,532           -
 Capital Distributions                         (3,800)          (3,800)          -            -             -              -
                                          -----------    -------------   -------------   ---------    ----------    --------------
                                               (1,514)          (1,514)          -           1,532         1,532           -
                                          -----------    -------------   -------------   ---------    ----------    --------------
                                                                         
Net (Decrease) Increase In Cash                   (60)             (42)            (18)        814           812                 2
                                                                         
Cash At Beginning Of Year                       1,422            1,403              19         101           101           -
                                          -----------    -------------   -------------   ---------    ----------    --------------
                                                                         
                                                                         
Cash At End Of Period                     $     1,362    $       1,361   $           1   $     915    $      913    $            2
                                          ===========    =============   =============   =========    ==========    ==============
</TABLE>



See notes to condensed combining financial statements.





                                     -19-
<PAGE>   23
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
               NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1995
                                  (unaudited)


(A)      On November 30, 1987 Centex Corporation ("Centex") distributed to a
         nominee all of the issued and outstanding shares of common stock of
         3333 Holding Corporation ("Holding") and warrants to purchase
         approximately 80% of the Class B units of limited partnership interest
         in Centex Development Company, L.P. (the "Partnership").  3333
         Development Company ("Development"), a wholly-owned subsidiary of
         Holding, serves as general partner of the Partnership.  These
         securities are held by the nominee on behalf of Centex stockholders
         and will trade in tandem with the common stock of Centex until such
         time as they are detached.

(B)      See Note B to the condensed consolidated financial statements of
         Centex Corporation and subsidiaries included elsewhere in this Form
         10-Q for supplementary condensed combined financial statements for
         Centex Corporation and subsidiaries, Holding and subsidiary and the
         Partnership.

(C)      The Partnership sells lots to Centex Real Estate Corporation ("CREC")
         pursuant to certain purchase and sale agreements.  Revenues from these
         sales totaled $2,990,000 and $3,468,000 for the six months ended
         September 30, 1995 and 1994 respectively.

(D)      A summary of changes in stockholders' equity is presented below
         (dollars in thousands).


<TABLE>
<CAPTION>
                                                      For the Six Months Ended September 30, 1995
                                           -----------------------------------------------------------------
                                                                                  3333 Holding Corporation
                                           Centex Development Company, L.P.            and Subsidiary
                                           ---------------------------------   -----------------------------
                                              CLASS B     GENERAL    LIMITED             CAPITAL IN
                                               UNITS     PARTNERS'  PARTNERS'    STOCK   EXCESS OF  RETAINED
                                  COMBINED   WARRANTS     CAPITAL    CAPITAL   WARRANTS  PAR VALUE  EARNINGS
                                  --------   --------    --------   --------   --------  ---------  --------
<S>                              <C>        <C>         <C>         <C>      <C>            <C>     <C>
Balance at March 31, 1995         $ 46,712   $    500    $    767   $ 45,993   $      1  $     800  $   (582)
Capital Distribution                (3,800)        -           -      (3,800)        -          -         -
Net Earnings (Loss)                    196         -           -         (19)        -          -        215 
                                  --------   --------    --------   --------   --------  ---------  --------
BALANCE AT SEPTEMBER 30, 1995     $ 43,108   $    500    $    767   $ 42,174   $      1  $     800  $   (367)   
                                  ========   ========    ========   ========   ========  =========  ========
</TABLE>



        During the quarter ended September 30, 1995, the Partnership made 
        capital distributions of $3.8 million to CREC.

(E)     The Partnership and the holder of the Forster Ranch non-recourse notes
        have signed an agreement  that may result in the transfer of ownership
        of the property to the lender in satisfaction of the debt.  In
        connection with this agreement, CREC has agreed to fund certain holding
        and other costs CDC will incur in connection with its rezoning efforts.





                                      -20-
<PAGE>   24
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                 OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

         On a combined basis, revenues for the six months ended September 30,
1995 of $10.5 million included results from the sale of commercial property in
Texas, and residential property in Florida and New Jersey.  Revenues of $4.4
million for six months ended September 30, 1994 included the sale of commercial
property in California and Texas, and residential property in Florida, New
Jersey and Illinois.  The quarter ended September 30, 1995 reflected combined
net earnings of $186,000 compared to a net loss of $229,000 for the same
quarter last year.  The improvement in earnings relates to a higher volume of
sales activity in the quarter ended September 30, 1995 compared to the same
period last year.


LIQUIDITY AND CAPITAL RESOURCES

         During the quarter ended September 30, 1995, the Partnership made
capital distributions of $3.8 million to CREC.

         Holding, Development and the Partnership believe that they will be
able to provide or obtain the necessary funding for their current operations
and future expansion needs.  The revenues, earnings and liquidity of these
companies are largely dependent on future land sales, the timing of which is
uncertain.  The ability to obtain external debt or equity capital is subject to
the provisions of Holding's loan agreement with Centex and the Partnership
Agreement governing the Partnership.





                                      -21-
<PAGE>   25
                            3333 HOLDING CORPORATION
                        CENTEX DEVELOPMENT COMPANY, L.P.

                          PART II.  OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


    On July 27, 1995, 3333 Holding Corporation held its Annual Meeting of
Stockholders.  At the Annual Meeting, J. Stephen Bilheimer, Josiah O. Low, III
and David M. Sherer were elected as directors to serve until the next annual
election.  Voting results for these nominees are summarized as follows:

<TABLE>
<CAPTION>
                                                             Number of Shares
                                                      ------------------------------
                                                       For                   Against
                                                      -----                  -------
            <S>                                        <C>                      <C>
            J. Stephen Bilheimer                       758                      1
                                                      -----                  -------
            Josiah O. Low, III                         758                      1
                                                      -----                  -------
            David M. Sherer                            758                      1
                                                      -----                  -------
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


             (a)   Exhibits

                     Exhibit 27.1 - Financial Data Schedule
                     Exhibit 27.2 - Financial Data Schedule


             (b)   Reports on Form 8-K

                     The Registrant filed no reports on Form 8-K during the
                     quarter ended September 30, 1995



All other items required under Part II are omitted because they are not
applicable.





                                      -22-
<PAGE>   26
                                   SIGNATURES





         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                          3333 HOLDING CORPORATION
                                        ----------------------------
                                                 Registrant
                                        
                                        
November 10, 1995                         /s/ J. Stephen Bilheimer
                                        ----------------------------
                                            J. Stephen Bilheimer
                                                 President
                                        
                                        
November 10, 1995                             /s/ Roger Sefzik
                                        ----------------------------
                                                Roger Sefzik
                                        Vice President and Treasurer
                                         (chief accounting officer)





                                      -23-
<PAGE>   27
                                   SIGNATURES





         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                         CENTEX DEVELOPMENT COMPANY, L.P.
                                        -----------------------------------
                                                     Registrant
                                        By:  3333 Development Corporation,
                                                  General Partner
                                        
                                        
November 10, 1995                            /s/ J. Stephen Bilheimer
                                        -----------------------------------
                                               J. Stephen Bilheimer
                                                    President
                                        
                                        
November 10, 1995                                 /s/ Roger Sefzik
                                        -----------------------------------
                                                   Roger Sefzik
                                           Vice President and Treasurer
                                            (chief accounting officer)
                                        




                                      -24-
<PAGE>   28
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT                              
NUMBER              DESCRIPTION      
-------             -----------      
<S>          <C>                     

  27         - Financial Data Schedule

  27.1       - Financial Data Schedule

  27.2       - Financial Data Schedule
</TABLE>