##### Table of Contents



UNITED STATES
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 Quarterly Period Ended

September 30, 2001

Commission File No. 1-6776

Centex Corporation

A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000

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

3333 Holding Corporation
A Nevada CorporationCentex Development Company, L.P.
A Delaware Limited Partnership

IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6770

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.

Indicate the number of shares of each of the registrants classes of common
stock (or other similar equity securities) outstanding as of the close of
business on October 31, 2001:

|                                                                                                              |  |                                                                                                                       |  |                                                          
|------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|Centex Corporation
3333 Holding Corporation
Centex Development Company, L.P.
Centex Development Company, L.P. |  | Common Stock
Common Stock
Class A Units of Limited Partnership Interest
Class C Units of Limited Partnership Interest |  | 60,761,432 shares
1,000 shares
32,260 units
196,968 units





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TABLE OF CONTENTS



|                                                                                                                       |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|Centex Corporation and Subsidiaries Part I.  Financial Information                                                    
|                                                                                                                       | ITEM 1.  Condensed Consolidated Financial Statements                                         
|                                                                                                                       |                                                                                               | Condensed Consolidated Statements of Earnings       
|                                                                                                                       |                                                                                               | Condensed Consolidated Statements of Earnings       
|                                                                                                                       |                                                                                               | Condensed Consolidated Balance Sheets               
|                                                                                                                       |                                                                                               | Condensed Consolidated Statements of Cash Flows     
|                                                                                                                       |                                                                                               | Notes to Condensed Consolidated Financial Statements
|                                                                                                                       | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                                                                       | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|Part II. Other Information                                                                                            
|                                                                                                                       | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                                                                                       | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|Signatures                                                                                                            
|3333 Holding Corporation and Subsidiary Centex Development Company, L.P and Subsidiaries Part I. Financial Information
|                                                                                                                       | ITEM 1. Condensed Combining Financial Statements                                             
|                                                                                                                       |                                                                                               | Condensed Combining Statements of Operations        
|                                                                                                                       |                                                                                               | Condensed Combining Balance Sheets                  
|                                                                                                                       |                                                                                               | Condensed Combining Statements of Cash Flows        
|                                                                                                                       |                                                                                               | Notes to Condensed Combining Financial Statements   
|                                                                                                                       | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                                                                       | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|Part II. Other Information                                                                                            
|                                                                                                                       | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                                                                                       | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|Signatures                                                                                                            



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##### Table of Contents



Centex Corporation and Subsidiaries
3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries

Form 10-Q Table of Contents

September 30, 2001

Centex Corporation and Subsidiaries

|           |                       |                                                                                             |  |    | 
|---------- | --------------------- | ------------------------------------------------------------------------------------------- |  | -- | 
|           |                       | Page                                                                                        | 
|          
|          
|          
|          
|Part I.    | Financial Information
|          
|          
|          
|          
|           | Item 1.               | Condensed Consolidated Financial Statements                                                 |  | 1  | 
|          
|          
|          
|          
|           |                       | Condensed Consolidated Statements of Earnings
for the Three Months Ended September 30, 2001 |  | 2  | 
|          
|          
|          
|          
|           |                       | Condensed Consolidated Statements of Earnings
for the Six Months Ended September 30, 2001   |  | 3  | 
|          
|          
|          
|          
|           |                       | Condensed Consolidated Balance Sheets                                                       |  | 4  | 
|          
|          
|          
|          
|           |                       | Condensed Consolidated Statements of Cash Flows
for the Six Months Ended September 30, 2001 |  | 6  | 
|          
|          
|          
|          
|           |                       | Notes to Condensed Consolidated Financial Statements                                        |  | 7  | 
|          
|          
|          
|          
|           | Item 2.               | Managements Discussion and
Analysis of Financial Condition and Results of Operations       |  | 17 | 
|          
|          
|          
|          
|           | Item 3.               | Quantitative and Qualitative Disclosures about Market Risk                                  |  | 27 | 
|          
|          
|          
|          
|Part II.   | Other Information    
|          
|          
|          
|          
|           | Item 4.               | Submission of Matters to a Vote of Security Holders                                         |  | 27 | 
|          
|          
|          
|          
|           | Item 6.               | Exhibits and Reports on Form 8-K                                                            |  | 28 | 
|          
|          
|          
|          
|Signatures |                       | 29                                                                                          | 

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##### Table of Contents



3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries

|           |                       |                                                                                            |  |    | 
|---------- | --------------------- | ------------------------------------------------------------------------------------------ |  | -- | 
|           |                       | Page                                                                                       | 
|          
|          
|          
|          
|Part I.    | Financial Information
|          
|          
|          
|          
|           | Item 1.               | Condensed Combining Financial Statements                                                   |  | 30 | 
|          
|          
|          
|          
|           |                       | Condensed Combining Statements of Operations
for the Three Months Ended September 30, 2001 |  | 31 | 
|          
|          
|          
|          
|           |                       | Condensed Combining Statements of Operations
for the Six Months Ended September 30, 2001   |  | 32 | 
|          
|          
|          
|          
|           |                       | Condensed Combining Balance Sheets                                                         |  | 33 | 
|          
|          
|          
|          
|           |                       | Condensed Combining Statements of Cash Flows
for the Six Months Ended September 30, 2001   |  | 34 | 
|          
|          
|          
|          
|           |                       | Notes to Condensed Combining Financial Statements                                          |  | 35 | 
|          
|          
|          
|          
|           | Item 2.               | Managements Discussion and Analysis of Financial Condition
and Results of Operations      |  | 40 | 
|          
|          
|          
|          
|           | Item 3.               | Quantitative and Qualitative Disclosures about Market Risk                                 |  | 46 | 
|          
|          
|          
|          
|Part II.   | Other Information    
|          
|          
|          
|          
|           | Item 4.               | Submission of Matters to a Vote of Security Holders                                        |  | 46 | 
|          
|          
|          
|          
|           | Item 6.               | Exhibits and Reports on Form 8-K                                                           |  | 46 | 
|          
|          
|          
|          
|Signatures |                       | 47                                                                                         | 

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##### Table of Contents









Centex Corporation and Subsidiaries

Part I. Financial Information

Condensed Consolidated Financial Statements

ITEM 1.

The condensed consolidated financial statements include the accounts of
Centex Corporation and subsidiaries and have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. References herein to Centex or the Company will
include all subsidiaries of Centex Corporation, through which all operations
are conducted, except where the context indicates that such reference is only
to the registrant, Centex Corporation. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States 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. The Company suggests 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.

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##### Table of Contents






Centex Corporation and Subsidiaries
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

|                                                          |                                       |                                        |           |                                          |           |   |           |            |           | 
|--------------------------------------------------------- | ------------------------------------- | -------------------------------------- | --------- | ---------------------------------------- | --------- | - | --------- | ---------- | --------- | 
|                                                          |                                       |                                        |           |                                          |          
|                                                          |                                       |                                        |           | For the Three Months Ended September 30, |          
|                                                          |                                       |                                        |           |                                          |          
|                                                          |                                       |                                        |           | 2001                                     |           |   | 2000      |           
|                                                          |                                       |                                        |           |                                          |           |   |           |           
|Revenues                                                  |                                       |                                        |           |                                          |           |   |           |           
|                                                          | Home Building                         |                                        |           |                                          |           |   |           |            |          
|                                                          |                                       | Conventional Homes                     |           | $                                        | 1,170,721 |   |           | $          | 1,027,003 | 
|                                                          |                                       | Manufactured Homes                     |           |                                          | 31,457    |   |           |            | 33,797    | 
|                                                          | Financial Services                    |                                        |           | 165,973                                  |           |   |           | 106,500    |          
|                                                          | Construction Products                 |                                        |           | 129,545                                  |           |   |           | 114,876    |          
|                                                          | Contracting and Construction Services |                                        |           | 336,796                                  |           |   |           | 330,445    |          
|                                                          | Investment Real Estate                |                                        |           | 23,225                                   |           |   |           | 3,163      |          
|                                                          | Home Services                         |                                        |           | 25,916                                   |           |   |           |           |          
|                                                          |                                       |                                        |           |                                          |           |  
|                                                          |                                       |                                        | 1,883,633 |                                          |           |   | 1,615,784 |           
|                                                          |                                       |                                        |           |                                          |           |  
|Costs and Expenses                                        |                                       |                                        |           |                                          |           |   |           |           
|                                                          | Home Building                         |                                        |           |                                          |           |   |           |            |          
|                                                          |                                       | Conventional Homes                     |           |                                          | 1,047,743 |   |           |            | 937,444   | 
|                                                          |                                       | Manufactured Homes                     |           |                                          | 31,392    |   |           |            | 34,890    | 
|                                                          | Financial Services                    |                                        |           | 136,712                                  |           |   |           | 104,295    |          
|                                                          | Construction Products                 |                                        |           | 107,014                                  |           |   |           | 82,313     |          
|                                                          | Contracting and Construction Services |                                        |           | 329,475                                  |           |   |           | 323,879    |          
|                                                          | Investment Real Estate                |                                        |           | 7,091                                    |           |   |           | (3,910     | )        
|                                                          | Home Services and Other               |                                        |           | 23,333                                   |           |   |           | (1,597     | )        
|                                                          | Corporate General and Administrative  |                                        |           | 12,980                                   |           |   |           | 8,774      |          
|                                                          | Interest Expense                      |                                        |           | 29,342                                   |           |   |           | 22,274     |          
|                                                          | Minority Interest                     |                                        |           | 6,237                                    |           |   |           | 11,497     |          
|                                                          |                                       |                                        |           |                                          |           |  
|                                                          |                                       |                                        | 1,731,319 |                                          |           |   | 1,519,859 |           
|                                                          |                                       |                                        |           |                                          |           |  
|Earning Before Income Taxes                               |                                       |                                        | 152,314   |                                          |           |   | 95,925    |           
|                                                          | Income Taxes                          |                                        |           | 58,925                                   |           |   |           | 36,831     |          
|                                                          |                                       |                                        |           |                                          |           |  
|Net Earnings                                              |                                       | $                                      | 93,389    |                                          |           | $ | 59,094    |           
|                                                          |                                       |                                        |           |                                          |           |  
|Earnings Per Share                                       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Basic                                 |                                        | $         | 1.54                                     |           |   | $         | 1.00       |          
|                                                          |                                       |                                        |           |                                          |           |  
|                                                          | Diluted                               |                                        | $         | 1.50                                     |           |   | $         | 0.98       |          
|                                                          |                                       |                                        |           |                                          |           |  
|Average Shares Outstanding                                |                                       |                                        |           |                                          |           |   |           |           
|                                                          | Basic                                 |                                        |           | 60,568,258                               |           |   |           | 58,954,694 |          
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Common Share Equivalents             
|                                                          |                                       | Options                                |           | 1,314,175                                |           |   |           | 949,184    |          
|                                                          |                                       | Convertible Debenture/Restricted Stock |           |                                          | 407,469   |   |           |            | 400,000   | 
|                                                          |                                       |                                        |           |                                          |           |  
|                                                          | Diluted                               |                                        |           | 62,289,902                               |           |   |           | 60,303,878 |          
|                                                          |                                       |                                        |           |                                          |           |  
|Cash Dividends Per Share                                  |                                       | $                                      | 0.04      |                                          |           | $ | 0.04      |           
|                                                          |                                       |                                        |           |                                          |           |  
|                                                         
|See
notes to condensed consolidated financial statements.

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##### Table of Contents






Centex Corporation and Subsidiaries
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

|                                                          |                                       |                                        |           |                                        |           |   |           |            |           | 
|--------------------------------------------------------- | ------------------------------------- | -------------------------------------- | --------- | -------------------------------------- | --------- | - | --------- | ---------- | --------- | 
|                                                          |                                       |                                        |           |                                        |          
|                                                          |                                       |                                        |           | For the Six Months Ended September 30, |          
|                                                          |                                       |                                        |           |                                        |          
|                                                          |                                       |                                        |           | 2001                                   |           |   | 2000      |           
|                                                          |                                       |                                        |           |                                        |           |   |           |           
|Revenues                                                  |                                       |                                        |           |                                        |           |   |           |           
|                                                          | Home Building                         |                                        |           |                                        |           |   |           |            |          
|                                                          |                                       | Conventional Homes                     |           | $                                      | 2,209,882 |   |           | $          | 1,914,025 | 
|                                                          |                                       | Manufactured Homes                     |           |                                        | 59,027    |   |           |            | 70,283    | 
|                                                          | Financial Services                    |                                        |           | 328,566                                |           |   |           | 202,409    |          
|                                                          | Construction Products                 |                                        |           | 246,968                                |           |   |           | 229,941    |          
|                                                          | Contracting and Construction Services |                                        |           | 650,429                                |           |   |           | 629,104    |          
|                                                          | Investment Real Estate                |                                        |           | 47,323                                 |           |   |           | 6,644      |          
|                                                          | Home Services                         |                                        |           | 50,583                                 |           |   |           |           |          
|                                                          |                                       |                                        |           |                                        |           |  
|                                                          |                                       |                                        | 3,592,778 |                                        |           |   | 3,052,406 |           
|                                                          |                                       |                                        |           |                                        |           |  
|Costs And Expenses                                        |                                       |                                        |           |                                        |           |   |           |           
|                                                          | Home Building                         |                                        |           |                                        |           |   |           |            |          
|                                                          |                                       | Conventional Homes                     |           |                                        | 1,988,784 |   |           |            | 1,751,916 | 
|                                                          |                                       | Manufactured Homes                     |           |                                        | 60,518    |   |           |            | 71,473    | 
|                                                          | Financial Services                    |                                        |           | 274,135                                |           |   |           | 200,136    |          
|                                                          | Construction Products                 |                                        |           | 211,495                                |           |   |           | 161,199    |          
|                                                          | Contracting and Construction Services |                                        |           | 635,650                                |           |   |           | 616,034    |          
|                                                          | Investment Real Estate                |                                        |           | 15,934                                 |           |   |           | (6,531     | )        
|                                                          | Home Services and Other               |                                        |           | 46,082                                 |           |   |           | (1,917     | )        
|                                                          | Corporate General and Administrative  |                                        |           | 24,226                                 |           |   |           | 17,505     |          
|                                                          | Interest Expense                      |                                        |           | 56,584                                 |           |   |           | 44,064     |          
|                                                          | Minority Interest                     |                                        |           | 9,070                                  |           |   |           | 24,533     |          
|                                                          |                                       |                                        |           |                                        |           |  
|                                                          |                                       |                                        | 3,322,478 |                                        |           |   | 2,878,412 |           
|                                                          |                                       |                                        |           |                                        |           |  
|Earnings Before Income Taxes                              |                                       |                                        | 270,300   |                                        |           |   | 173,994   |           
|                                                          | Income Taxes                          |                                        |           | 101,695                                |           |   |           | 66,695     |          
|                                                          |                                       |                                        |           |                                        |           |  
|Net Earnings                                              |                                       | $                                      | 168,605   |                                        |           | $ | 107,299   |           
|                                                          |                                       |                                        |           |                                        |           |  
|Earnings Per Share                                        |                                       |                                        |           |                                        |           |   |           |           
|                                                          | Basic                                 |                                        | $         | 2.79                                   |           |   | $         | 1.82       |          
|                                                          |                                       |                                        |           |                                        |           |  
|                                                          | Diluted                               |                                        | $         | 2.72                                   |           |   | $         | 1.79       |          
|                                                          |                                       |                                        |           |                                        |           |  
|Average Shares Outstanding                                |                                       |                                        |           |                                        |           |   |           |           
|                                                          | Basic                                 |                                        |           | 60,372,690                             |           |   |           | 58,879,433 |          
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Common Share Equivalents             
|                                                          |                                       | Options                                |           | 1,323,223                              |           |   |           | 800,202    |          
|                                                          |                                       | Convertible Debenture/Restricted Stock |           |                                        | 404,786   |   |           |            | 400,000   | 
|                                                          |                                       |                                        |           |                                        |           |  
|                                                          | Diluted                               |                                        |           | 62,100,699                             |           |   |           | 60,079,635 |          
|                                                          |                                       |                                        |           |                                        |           |  
|Cash Dividends Per Share                                  |                                       | $                                      | 0.08      |                                        |           | $ | 0.08      |           
|                                                          |                                       |                                        |           |                                        |           |  
|                                                         
|See
notes to condensed consolidated financial statements.

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##### Table of Contents






Centex Corporation and
Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)

|                                                          |                                                                                                                           |   |           |                                     |   |   |           |           |   | 
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | - | --------- | ----------------------------------- | - | - | --------- | --------- | - | 
|                                                          |                                                                                                                           |   |           |                                     |  
|                                                          |                                                                                                                           |   |           | Centex Corporation and Subsidiaries |  
|                                                          |                                                                                                                           |   |           |                                     |  
|                                                          |                                                                                                                           |   |           | September 30,                       |   |   | March 31, |          
|                                                          |                                                                                                                           |   |           | 2001*                               |   |   | 2001**    |          
|                                                          |                                                                                                                           |   |           |                                     |   |   |           |          
|Assets                                                   
|                                                         
|                                                         
|                                                         
|                                                         
|Cash and Cash Equivalents                                 |                                                                                                                           | $ | 62,038    |                                     |   | $ | 57,752    |          
|Restricted Cash                                           |                                                                                                                           |   | 65,405    |                                     |   |   | 57,428    |          
|Receivables
-                                            
|                                                          | Residential Mortgage Loans                                                                                                |   |           | 2,853,565                           |   |   |           | 1,996,746 |  
|                                                          | Other                                                                                                                     |   |           | 635,386                             |   |   |           | 606,069   |  
|Inventories                                               |                                                                                                                           |   | 2,562,441 |                                     |   |   | 2,202,295 |          
|Investments -                                             |                                                                                                                           |   |           |                                     |   |   |           |          
|                                                          | Centex Development Company, L.P.                                                                                          |   |           | 246,308                             |   |   |           | 210,807   |  
|                                                          | Joint Ventures and Other                                                                                                  |   |           | 113,799                             |   |   |           | 72,035    |  
|                                                          | Unconsolidated Subsidiaries                                                                                               |   |           |                                    |   |   |           |          |  
|Property and Equipment, net                               |                                                                                                                           |   | 740,934   |                                     |   |   | 729,099   |          
|Other Assets -                                           
|                                                          | Deferred Income Taxes                                                                                                     |   |           | 36,641                              |   |   |           | 43,116    |  
|                                                          | Goodwill                                                                                                                  |   |           | 355,894                             |   |   |           | 323,971   |  
|                                                          | Mortgage Securitization Residual Interest                                                                                 |   |           | 139,070                             |   |   |           | 146,394   |  
|                                                          | Deferred Charges and Other                                                                                                |   |           | 235,641                             |   |   |           | 203,331   |  
|                                                          |                                                                                                                           |   |           |                                     |   |  
|                                                          |                                                                                                                           | $ | 8,047,122 |                                     |   | $ | 6,649,043 |          
|                                                          |                                                                                                                           |   |           |                                     |   |  
|Liabilities and Stockholders Equity                      |                                                                                                                           |   |           |                                     |   |   |           |          
|Accounts Payable and Accrued Liabilities                  |                                                                                                                           | $ | 1,348,774 |                                     |   | $ | 1,271,464 |          
|Debt -                                                   
|                                                          | Non-Financial Services                                                                                                    |   |           | 1,712,242                           |   |   |           | 1,464,993 |  
|                                                          | Financial Services                                                                                                        |   |           | 2,943,028                           |   |   |           | 2,054,898 |  
|Payables to Affiliates                                    |                                                                                                                           |   |          |                                     |   |   |          |          
|Minority Stockholders Interest                           |                                                                                                                           |   | 150,721   |                                     |   |   | 143,624   |          
|Stockholders Equity -                                   
|                                                          | Preferred Stock, Authorized 5,000,000
Shares, None Issued                                                                 |   |           |                                    |   |   |           |          |  
|                                                          | Common Stock $.25 Par Value; Authorized
100,000,000 Shares;
Issued and Outstanding 60,535,915 and 59,929,344 respectively |   |           | 15,179                              |   |   |           | 14,982    |  
|                                                          | Capital in Excess of Par Value                                                                                            |   |           | 49,813                              |   |   |           | 25,779    |  
|                                                          | Unamortized Value of Restricted Stock                                                                                     |   |           | (2,802                              | ) |   |           |          |  
|                                                          | Retained Earnings                                                                                                         |   |           | 1,842,158                           |   |   |           | 1,678,400 |  
|                                                          | Treasury Stock, at cost; 223,517 shares
and 0 shares, respectively                                                        |   |           | (6,611                              | ) |   |           |          |  
|                                                          | Accumulated Other Comprehensive Loss                                                                                      |   |           | (5,380                              | ) |   |           | (5,097    | )
|                                                          |                                                                                                                           |   |           |                                     |   |  
|Total Stockholders Equity                                |                                                                                                                           |   | 1,892,357 |                                     |   |   | 1,714,064 |          
|                                                          |                                                                                                                           |   |           |                                     |   |  
|                                                          |                                                                                                                           | $ | 8,047,122 |                                     |   | $ | 6,649,043 |          
|                                                          |                                                                                                                           |   |           |                                     |   |  
|                                                         
|See notes to condensed consolidated financial statements.
|*   Unaudited                                            
|**   Condensed from audited financial statements.        
|                                                         

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##### Table of Contents



Centex Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)

|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | - | ------------------ | - | --------- | ------------- |  | - | --------- | - |  | - | --------- | 
|                                                                                                                                                                                                                                                                                                                    |          
|Centex Corporation                                                                                                                                                                                                                                                                                                  |           |   | Financial Services |  
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |  
|September 30,                                                                                                                                                                                                                                                                                                       |           |   | March 31,          |   |           | September 30, |  |   | March 31, |  
|2001*                                                                                                                                                                                                                                                                                                               |           |   | 2001**             |   |           | 2001*         |  |   | 2001**    |  
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|$                                                                                                                                                                                                                                                                                                                   | 49,921    |   |                    | $ | 45,987    |               |  | $ | 12,117    |   |  | $ | 11,765    | 
|                                                                                                                                                                                                                                                                                                                    | 4,554     |   |                    |   | 5,442     |               |  |   | 60,851    |   |  |   | 51,986    | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    |          |   |                    |   |          |               |  |   | 2,853,565 |   |  |   | 1,996,746 | 
|                                                                                                                                                                                                                                                                                                                    | 490,743   |   |                    |   | 486,816   |               |  |   | 144,643   |   |  |   | 119,253   | 
|                                                                                                                                                                                                                                                                                                                    | 2,549,535 |   |                    |   | 2,193,838 |               |  |   | 12,906    |   |  |   | 8,457     | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    | 246,308   |   |                    |   | 210,807   |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    | 113,799   |   |                    |   | 72,035    |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    | 290,356   |   |                    |   | 314,868   |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    | 689,456   |   |                    |   | 673,846   |               |  |   | 51,478    |   |  |   | 55,253    | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    | (282      | ) |                    |   | 12,838    |               |  |   | 36,923    |   |  |   | 30,278    | 
|                                                                                                                                                                                                                                                                                                                    | 339,292   |   |                    |   | 307,369   |               |  |   | 16,602    |   |  |   | 16,602    | 
|                                                                                                                                                                                                                                                                                                                    |          |   |                    |   |          |               |  |   | 139,070   |   |  |   | 146,394   | 
|                                                                                                                                                                                                                                                                                                                    | 172,061   |   |                    |   | 149,917   |               |  |   | 63,580    |   |  |   | 53,414    | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|$                                                                                                                                                                                                                                                                                                                   | 4,945,743 |   |                    | $ | 4,473,763 |               |  | $ | 3,391,735 |   |  | $ | 2,490,148 | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|$                                                                                                                                                                                                                                                                                                                   | 1,193,164 |   |                    | $ | 1,153,215 |               |  | $ | 155,610   |   |  | $ | 118,249   | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    | 1,712,242 |   |                    |   | 1,464,993 |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    |          |   |                    |   |          |               |  |   | 2,943,028 |   |  |   | 2,054,898 | 
|                                                                                                                                                                                                                                                                                                                    |          |   |                    |   |          |               |  |   | 3,765     |   |  |   | 50,072    | 
|                                                                                                                                                                                                                                                                                                                    | 147,980   |   |                    |   | 141,491   |               |  |   | 2,741     |   |  |   | 2,133     | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    |          |   |                    |   |          |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                    | 15,179    |   |                    |   | 14,982    |               |  |   | 1         |   |  |   | 1         | 
|                                                                                                                                                                                                                                                                                                                    | 49,813    |   |                    |   | 25,779    |               |  |   | 201,944   |   |  |   | 200,467   | 
|                                                                                                                                                                                                                                                                                                                    | (2,802    | ) |                    |   |          |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    | 1,842,158 |   |                    |   | 1,678,400 |               |  |   | 90,088    |   |  |   | 64,328    | 
|                                                                                                                                                                                                                                                                                                                    | (6,611    | ) |                    |   |          |               |  |   |          |   |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    | (5,380    | ) |                    |   | (5,097    | )             |  |   | (5,442    | ) |  |   |          | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|                                                                                                                                                                                                                                                                                                                    | 1,892,357 |   |                    |   | 1,714,064 |               |  |   | 286,591   |   |  |   | 264,796   | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|$                                                                                                                                                                                                                                                                                                                   | 4,945,743 |   |                    | $ | 4,473,763 |               |  | $ | 3,391,735 |   |  | $ | 2,490,148 | 
|                                                                                                                                                                                                                                                                                                                    |           |   |                    |   |           |               |  |   |           |  
|                                                                                                                                                                                                                                                                                                                   
|In the supplemental data presented above, Centex Corporation represents the
adding together of all subsidiaries other than those included in Financial
Services. Transactions between Centex Corporation and Financial Services have
been eliminated from the Centex Corporation and Subsidiaries balance sheets.

-5-



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##### Table of Contents






Centex Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)

|                                                          |                                                                             |                                                                           |            |                                        |          |   |           |          |          |  
|--------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ---------- | -------------------------------------- | -------- | - | --------- | -------- | -------- | -
|                                                          |                                                                             |                                                                           |            |                                        |         
|                                                          |                                                                             |                                                                           |            | For the Six Months Ended September 30, |         
|                                                          |                                                                             |                                                                           |            |                                        |         
|                                                          |                                                                             |                                                                           |            | 2001                                   |          |   | 2000      |         
|                                                          |                                                                             |                                                                           |            |                                        |          |   |           |         
|Cash Flows  Operating Activities                         |                                                                             |                                                                           |            |                                        |          |   |           |         
|                                                          | Net Earnings                                                                |                                                                           | $          | 168,605                                |          |   | $         | 107,299  |         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Adjustments -                                                              
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                             | Depreciation and Amortization                                             |            |                                        | 43,884   |   |           |          | 27,027   |  
|                                                          |                                                                             | Deferred Income Taxes                                                     |            |                                        | 7,016    |   |           |          | (204     | )
|                                                          |                                                                             | Equity
in Earnings of Centex Development
Company, L.P. and Joint Ventures |            |                                        | (5,596   | ) |           |          | (984     | )
|                                                          |                                                                             | Minority Interest, net of taxes                                           |            |                                        | 6,033    |   |           |          | 15,603   |  
|                                                          | Increase in Restricted Cash                                                 |                                                                           |            | (7,977                                 | )        |   |           | (17,420  | )       
|                                                          | Increase in Receivables                                                     |                                                                           |            | (29,317                                | )        |   |           | (56,291  | )       
|                                                          | Increase in Residential Mortgage Loans                                      |                                                                           |            | (856,819                               | )        |   |           | (793,818 | )       
|                                                          | Increase in Inventories                                                     |                                                                           |            | (354,872                               | )        |   |           | (190,977 | )       
|                                                          | Increase (Decrease) in Payables and Accruals                                |                                                                           |            | 66,566                                 |          |   |           | (7,843   | )       
|                                                          | Increase in Other Assets                                                    |                                                                           |            | (65,542                                | )        |   |           | (62,789  | )       
|                                                          | Other, net                                                                  |                                                                           |            | 1,064                                  |          |   |           | (4,766   | )       
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|                                                          |                                                                             |                                                                           | (1,026,955 | )                                      |          |   | (985,163  | )       
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|Cash Flows  Investing Activities                         |                                                                             |                                                                           |            |                                        |          |   |           |         
|                                                          | Increase in Advances to Centex Development
Company, L.P. and Joint Ventures |                                                                           |            | (76,943                                | )        |   |           | (26,032  | )       
|                                                          | Increase in Property and Equipment, net                                     |                                                                           |            | (46,000                                | )        |   |           | (31,055  | )       
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|                                                          |                                                                             |                                                                           | (122,943   | )                                      |          |   | (57,087   | )       
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|Cash Flows  Financing Activities                         |                                                                             |                                                                           |            |                                        |          |   |           |         
|                                                          | Increase in Short-Term Debt, net                                            |                                                                           |            | 976,713                                |          |   |           | 187,950  |         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Non-Financial Services                                                     
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                             | Issuance of Long-Term Debt                                                |            | 438,374                                |          |   |           | 487,491  |         
|                                                          |                                                                             | Repayment of Long-Term Debt                                               |            |                                        | (560,661 | ) |           |          | (329,292 | )
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Financial Services                                                         
|                                                          |                                                                             | Issuance of Long-Term Debt                                                |            | 480,000                                |          |   |           | 750,000  |         
|                                                          |                                                                             | Repayment of Long-Term Debt                                               |            |                                        | (199,047 | ) |           |          | (9,052   | )
|                                                          | Retirement of Common Stock                                                  |                                                                           |            |                                       |          |   |           | (784     | )       
|                                                          | Proceeds from Stock Option Exercises
and Restricted Stock Activity          |                                                                           |            | 21,429                                 |          |   |           | 5,263    |         
|                                                          | Purchase of Treasury Stock                                                  |                                                                           |            | (6,611                                 | )        |   |           |         |         
|                                                          | Dividends Paid                                                              |                                                                           |            | (4,847                                 | )        |   |           | (4,714   | )       
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|                                                          |                                                                             |                                                                           | 1,145,350  |                                        |          |   | 1,086,862 |         
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|Effect of Exchange Rate Changes on Cash                   |                                                                             |                                                                           | 8,834      |                                        |          |   | 685       |         
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|Net
Increase in Cash and Cash Equivalents                 |                                                                             |                                                                           | 4,286      |                                        |          |   | 45,297    |         
|Cash and Cash Equivalents at Beginning of Period          |                                                                             |                                                                           | 57,752     |                                        |          |   | 135,853   |         
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|Cash and Cash Equivalents at End of Period                |                                                                             | $                                                                         | 62,038     |                                        |          | $ | 181,150   |         
|                                                          |                                                                             |                                                                           |            |                                        |          |  
|                                                         
|See notes to condensed consolidated financial statements.

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##### Table of Contents






Centex Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2001
(Dollars in thousands)
(unaudited)

(A)A summary of comprehensive income for the three and six months ended
September 30, 2001 is presented below:

|                                               |                                          |   |                            |        |   |                          |         |        |  
|---------------------------------------------- | ---------------------------------------- | - | -------------------------- | ------ | - | ------------------------ | ------- | ------ | -
|                                               |                                          |   |                            |        |   |                          |        
|                                               |                                          |   | For the Three Months Ended |        |   | For the Six Months Ended |        
|                                               |                                          |   | September 30, 2001         |        |   | September 30, 2001       |        
|                                               |                                          |   |                            |        |   |                          |        
|Net Earnings                                   |                                          | $ | 93,389                     |        |   | $                        | 168,605 |       
|Other Comprehensive Income (Loss), net of tax: |                                          |   |                            |        |   |                          |         |       
|                                               | Foreign Currency Translation Adjustments |   |                            | 7,461  |   |                          |         | 8,834  |  
|                                               | Unrealized Loss on Hedging Instruments   |   |                            | (4,322 | ) |                          |         | (9,213 | )
|                                               | Unrealized Gain on Investments           |   |                            | 96     |   |                          |         | 96     |  
|                                               |                                          |   |                            |        |   |                         
|Comprehensive Income                           |                                          | $ | 96,624                     |        |   | $                        | 168,322 |       
|                                               |                                          |   |                            |        |   |                         

The Foreign Currency Translation Adjustments are primarily the result of
Centexs investment in Centex Development Company, L.P. and its subsidiaries,
which have separate financial statements included elsewhere in this Report.
The Unrealized Loss on Hedging Instruments represents the deferral in Other
Comprehensive Income of the unrealized loss on swap agreements designated as
cash flow hedges. The accounting for derivative financial instruments is
discussed in detail in Note (G) of this Report. The Unrealized Gain on
Investments represent mark to market adjustments to securities available for
sale by the Company.

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

|                            |                                          |   |           |   |  |        |        |    |           |   |            |            |  |          |             |        |   |          |           |   |               |   |        |        |   |             |        |        |   |   |           |        |  
|--------------------------- | ---------------------------------------- | - | --------- | - |  | ------ | ------ | -- | --------- | - | ---------- | ---------- |  | -------- | ----------- | ------ | - | -------- | --------- | - | ------------- | - | ------ | ------ | - | ----------- | ------ | ------ | - | - | --------- | ------ | -
|                            |                                          |   |           |   |  |        |        |    |           |   |            |            |  |          | Unamortized |        |   |          |           |   |               |   |        |        |   | Accumulated |        |        |   |   |          
|                            |                                          |   |           |   |  |        |        |    |           |   | Capital in |            |  | Value of |             |        |   |          |           |   | Treasury      |   |        | Other  |   |             |        |        |  
|                            |                                          |   | Preferred |   |  | Common |        |    | Excess of |   |            | Restricted |  |          | Retained    |        |   | Shares - |           |   | Comprehensive |   |        |        |   |            
|                            |                                          |   | Stock     |   |  | Stock  |        |    | Par Value |   |            | Stock      |  |          | Earnings    |        |   | at Cost  |           |   | (Loss) Income |   |        | Total  |  
|                            |                                          |   |           |   |  |        |        |    |           |   |            |            |  |          |             |        |   |          |           |   |               |   |        |        |  
|Balance, March 31, 2001     |                                          | $ |          |   |  | $      | 14,982 |    |           | $ | 25,779     |            |  | $        |            |        |   | $        | 1,678,400 |   |               | $ |       |        |   | $           | (5,097 | )      |   | $ | 1,714,064 |       
|Net Earnings                |                                          |   |          |   |  |        |       |    |           |   |           |            |  |          |            |        |   |          | 168,605   |   |               |   |       |        |   |             |       |        |   |   | 168,605   |       
|                            | Issuance of Restricted Stock             |   |           |  |  |        |        | 19 |           |   |            | 3,133      |  |          |             | (3,152 | ) |          |           |  |               |   |        |       |   |             |        |       |   |   |           |       |  
|                            | Amortization of
Restricted Stock         |   |           |  |  |        |        |   |           |   |            |           |  |          |             | 350    |   |          |           |  |               |   |        |       |   |             |        |       |   |   |           | 350    |  
|Exercise of Stock Options   |                                          |   |          |   |  |        | 178    |    |           |   | 20,901     |            |  |          |            |        |   |          |          |   |               |   |       |        |   |             |       |        |   |   | 21,079    |       
|Cash Dividends              |                                          |   |          |   |  |        |       |    |           |   |           |            |  |          |            |        |   |          | (4,847    | ) |               |   |       |        |   |             |       |        |   |   | (4,847    | )     
|                            | Purchases of Common Stock
for Treasury   |   |           |  |  |        |        |   |           |   |            |           |  |          |             |       |   |          |           |  |               |   |        | (6,656 | ) |             |        |       |   |   |           | (6,656 | )
|                            | Treasury Stock Issued for
Service Awards |   |           |  |  |        |        |   |           |   |            |           |  |          |             |       |   |          |           |  |               |   |        | 45     |   |             |        |       |   |   |           | 45     |  
|                            | Unrealized Loss on
Hedging Instruments   |   |           |  |  |        |        |   |           |   |            |           |  |          |             |       |   |          |           |  |               |   |        |       |   |             |        | (9,213 | ) |   |           | (9,213 | )
|                            | Foreign Currency Translation
Adjustments |   |           |  |  |        |        |   |           |   |            |           |  |          |             |       |   |          |           |  |               |   |        |       |   |             |        | 8,834  |   |   |           | 8,834  |  
|                            | Unrealized Gain on
Investments           |   |           |  |  |        |        |   |           |   |            |           |  |          |             |       |   |          |           |  |               |   |        |       |   |             |        | 96     |   |   |           | 96     |  
|                            |                                          |   |           |   |  |        |        |    |           |   |            |            |  |          |             |        |   |          |           |   |               |   |        |       
|Balance,
September 30, 2001 |                                          | $ |          |   |  | $      | 15,179 |    |           | $ | 49,813     |            |  | $        | (2,802      | )      |   | $        | 1,842,158 |   |               | $ | (6,611 | )      |   | $           | (5,380 | )      |   | $ | 1,892,357 |       
|                            |                                          |   |           |   |  |        |        |    |           |   |            |            |  |          |             |        |   |          |           |   |               |   |        |       

-7-



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##### Table of Contents



(C)In March 1987, certain subsidiaries of Centex Corporation (Centex)
contributed to Centex Development Company, L.P. (the Partnership), a
newly-formed master limited partnership, properties in exchange for 1,000 Class
A limited partnership units (Class A Units) which were later converted to
32,260 new Class A Units. The Partnership was formed to enable the
stockholders of Centex to participate in long-term real estate development
projects, the dynamics of which are inconsistent with Centexs traditional
financial objectives.

The Partnership is managed by its general partner, 3333 Development
Corporation (Development), which is wholly-owned by 3333 Holding Corporation
(Holding), a separate public company whose stock trades in tandem with
Centexs common stock. The common stock of Holding was distributed as a
dividend to Centex stockholders in 1987, together with warrants (Warrants) to
purchase approximately 80% of the Partnerships Class B limited partnership
units (Class B Units). These securities are held by a nominee on behalf of
the stockholders and will trade in tandem with the common stock of Centex until
such time as they are detached. The securities may be detached at any time by
Centexs Board of Directors, but the Warrants will automatically become
detached in November 2007.

Three of the four Board members of Holding elected by stockholders of
Centex are independent outside directors who are not directors, affiliates, or
employees of Centex. Thus, through Holding, the stockholders of Centex control
the general partner of the Partnership. The general partner and the
independent Board of Holding manage how the Partnership conducts its
activities, including the acquisition, development, maintenance, operation,
sale of properties, and other business transactions. The limited partners
cannot remove the general partner.

During fiscal 1998, the agreement governing the Partnership was amended to
allow for the issuance of Class C limited partnership units (Class C Units).
As of September 30, 2001, 196,968 Class C Units had been issued to Centex in
exchange for assets, including cash and land, with a fair market value of
$197.0 million. These assets were recorded by the Partnership at fair market
value. The partnership agreement provides that Centex, as the Class A and
Class C limited partner, is entitled to a cumulative preferred return of 9% per
annum on the average outstanding balance of its Unrecovered Capital, which is
defined as its capital contributions, adjusted for cash or other distributions
representing return of capital contributions. As of September 30, 2001,
Unrecovered Capital totaled $229.7 million, and preference payments in arrears
amounted to $31.0 million. No preference payments have been made since fiscal
1998.

Supplementary condensed combined financial statements for Centex and
subsidiaries, Holding and subsidiary and the Partnership and subsidiaries are
set forth below. For additional information on Holding and subsidiary and the
Partnership and subsidiaries, see their separate financial statements and
related footnotes included elsewhere in this Report.

-8-



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##### Table of Contents



Supplementary Condensed Combined Balance Sheets

|                                     |                                          |   |               |           |  |           |           |           | 
|------------------------------------ | ---------------------------------------- | - | ------------- | --------- |  | --------- | --------- | --------- | 
|                                     |                                          |   |               |          
|                                     |                                          |   | September 30, |           |  | March 31, |          
|                                     |                                          |   | 2001          |           |  | 2001*     |          
|                                     |                                          |   |               |           |  |           |          
|Assets                               |                                          |   |               |           |  |           |           |          
|                                     | Cash and Cash Equivalents                |   | $             | 81,264    |  |           | $         | 60,786    | 
|                                     | Restricted Cash                          |   |               | 65,405    |  |           |           | 57,428    | 
|                                     | Receivables                              |   |               | 3,492,888 |  |           |           | 2,613,035 | 
|                                     | Inventories                              |   |               | 3,098,931 |  |           |           | 2,629,733 | 
|                                     | Investments in Joint Ventures and Other  |   |               | 119,796   |  |           |           | 72,679    | 
|                                     | Property and Equipment, net              |   |               | 744,103   |  |           |           | 732,490   | 
|                                     | Other Assets                             |   |               | 814,513   |  |           |           | 757,882   | 
|                                     |                                          |   |               |           |  |          
|                                     |                                          | $ | 8,416,900     |           |  | $         | 6,924,033 |          
|                                     |                                          |   |               |           |  |          
|Liabilities And Stockholders Equity |                                          |   |               |           |  |           |           |          
|                                     | Accounts Payable and Accrued Liabilities |   | $             | 1,454,547 |  |           | $         | 1,352,467 | 
|                                     | Non-Financial Services Debt              |   |               | 1,975,498 |  |           |           | 1,658,894 | 
|                                     | Financial Services Debt                  |   |               | 2,943,028 |  |           |           | 2,054,898 | 
|                                     | Minority Stockholders Interest          |   |               | 151,470   |  |           |           | 143,710   | 
|                                     | Stockholders Equity                     |   |               | 1,892,357 |  |           |           | 1,714,064 | 
|                                     |                                          |   |               |           |  |          
|                                     |                                          | $ | 8,416,900     |           |  | $         | 6,924,033 |          
|                                     |                                          |   |               |           |  |          

*   Condensed from audited financial statements.

Supplementary Condensed Combined Statements of Earnings

|                                    |  |                          |           |   |      |   |           | 
|----------------------------------- |  | ------------------------ | --------- | - | ---- | - | --------- | 
|                                    |  |                          |          
|                                    |  | For the Six Months Ended |          
|                                    |  | September 30,            |          
|                                    |  |                          |          
|                                    |  | 2001                     |           |   | 2000 |  
|                                    |  |                          |           |   |      |  
|Revenues                            |  | $                        | 3,756,213 |   |      | $ | 3,193,420 | 
|Costs and Expenses                  |  |                          | 3,485,204 |   |      |   | 3,019,369 | 
|                                    |  |                          |           |   |      |  
|Earnings Before Income Taxes        |  |                          | 271,009   |   |      |   | 174,051   | 
|Income Taxes                        |  |                          | 102,404   |   |      |   | 66,752    | 
|                                    |  |                          |           |   |      |  
|Net Earnings                        |  |                          | 168,605   |   |      |   | 107,299   | 
|Other Comprehensive (Loss) Earnings |  |                          | (283      | ) |      |   | 1,271     | 
|                                    |  |                          |           |   |      |  
|Comprehensive Income                |  | $                        | 168,322   |   |      | $ | 108,570   | 
|                                    |  |                          |           |   |      |  

(D)The Company conducts its land acquisition and development activities
directly and through its participation in joint ventures in which the Company
holds less than a majority interest.

The Company has paid $68 million for options, which expire at various
dates through the year 2007, toward the purchase of undeveloped land and
developed lots having a total purchase price of approximately $1.5 billion in
order to ensure the future availability of land for home building. The Company
has committed to purchase land and developed lots totaling approximately $1.8
million.

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(E)Interest expenses relating to the Financial Services segments are included
in its costs and expenses. Interest related to segments other than Financial
Services is included as interest expense. For the three and six month periods
ending September 30, 2001, $13.4 million and $23.8 million, respectively, of
interest expense was capitalized to qualifying assets, principally within the
Home Building segment, and $8.9 million and $15.4 million, respectively, of
previously capitalized interest was charged to interest expense.

|                          |  |                            |         |   |  |   |         |  
|------------------------- |  | -------------------------- | ------- | - |  | - | ------- | -
|                          |  |                            |        
|                          |  | For the Three Months Ended |        
|                          |  | September 30,              |        
|                          |  |                            |        
|Total Interest Incurred   |  | $                          | 73,657  |   |  | $ | 45,894  |  
|Capitalized Interest, net |  |                            | (4,455  | ) |  |   | (2,750  | )
|Less  Financial Services |  |                            | (39,860 | ) |  |   | (20,870 | )
|                          |  |                            |         |   |  |  
|Interest Expense, net     |  | $                          | 29,342  |   |  | $ | 22,274  |  
|                          |  |                            |         |   |  |  

|                          |  |                                       |         |   |      |   |         |  
|------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | -
|                          |  |                                       |        
|                          |  | For the Six Months EndedSeptember 30, |        
|                          |  |                                       |        
|                          |  | 2001                                  |         |   | 2000 |  
|                          |  |                                       |         |   |      |  
|Total Interest Incurred   |  | $                                     | 140,824 |   |      | $ | 79,792  |  
|Capitalized Interest, net |  |                                       | (8,447  | ) |      |   | (2,750  | )
|Less  Financial Services |  |                                       | (75,793 | ) |      |   | (32,978 | )
|                          |  |                                       |         |   |      |  
|Interest Expense, net     |  | $                                     | 56,584  |   |      | $ | 44,064  |  
|                          |  |                                       |         |   |      |  

(F)The Company operates in six principal business segments: Home Building,
Financial Services, Construction Products, Contracting and Construction
Services, Investment Real Estate, and Home Services and Other. These segments
operate primarily in the United States, and their markets are nationwide.
Revenues from any one customer are not significant to the Company.

Intersegment revenues and investments in joint ventures are not material
and are not shown in the following tables. The investment in the Partnership
(approximately $246 million) is included in the Investment Real Estate segment.

The following tables set forth financial information relating to the
business segments.

HOME BUILDING

Conventional Homes

Conventional Homes operations involve the purchase and development of land
or lots as well as the construction and sale of single-family homes.

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|                                           |  |                                         |         |   |      |   |         |  
|------------------------------------------ |  | --------------------------------------- | ------- | - | ---- | - | ------- | -
|                                           |  |                                         |        
|                                           |  | For the Three Months EndedSeptember 30, |        
|                                           |  |                                         |        
|                                           |  | 2001                                    |         |   | 2000 |  
|                                           |  |                                         |         |   |      |  
|                                           |  | (Dollars in
millions)                   |        
|Revenues                                   |  | $                                       | 1,170.7 |   |      | $ | 1,027.0 |  
|Cost of Sales                              |  |                                         | (868.8  | ) |      |   | (789.3  | )
|Selling, General & Administrative Expenses |  |                                         | (178.9  | ) |      |   | (148.1  | )
|                                           |  |                                         |         |   |      |  
|Operating Earnings                         |  | $                                       | 123.0   |   |      | $ | 89.6    |  
|                                           |  |                                         |         |   |      |  

|                                           |  |                                       |          |   |      |   |          |  
|------------------------------------------ |  | ------------------------------------- | -------- | - | ---- | - | -------- | -
|                                           |  |                                       |         
|                                           |  | For the Six Months EndedSeptember 30, |         
|                                           |  |                                       |         
|                                           |  | 2001                                  |          |   | 2000 |  
|                                           |  |                                       |          |   |      |  
|                                           |  | (Dollars in
millions)                 |         
|Revenues                                   |  | $                                     | 2,209.9  |   |      | $ | 1,914.0  |  
|Cost of Sales                              |  |                                       | (1,641.1 | ) |      |   | (1,468.8 | )
|Selling, General & Administrative Expenses |  |                                       | (347.7   | ) |      |   | (283.1   | )
|                                           |  |                                       |          |   |      |  
|Operating Earnings                         |  | $                                     | 221.1    |   |      | $ | 162.1    |  
|                                           |  |                                       |          |   |      |  

Manufactured Homes

Manufactured Homes operations involve the construction in factories of
single-family homes and, to a lesser degree, commercial structures and the
sale of these products through a network of company-owned and independent
dealers.

|                                           |  |                                         |       |   |      |   |       |  
|------------------------------------------ |  | --------------------------------------- | ----- | - | ---- | - | ----- | -
|                                           |  |                                         |      
|                                           |  | For the Three Months EndedSeptember 30, |      
|                                           |  |                                         |      
|                                           |  | 2001                                    |       |   | 2000 |  
|                                           |  |                                         |       |   |      |  
|                                           |  | (Dollars in
millions)                   |      
|Revenues                                   |  | $                                       | 31.5  |   |      | $ | 33.8  |  
|Cost of Sales                              |  |                                         | (26.5 | ) |      |   | (27.3 | )
|Selling, General & Administrative Expenses |  |                                         | (4.9  | ) |      |   | (7.6  | )
|                                           |  |                                         |       |   |      |  
|Operating Earnings (Loss)                  |  | $                                       | 0.1   |   |      | $ | (1.1  | )
|                                           |  |                                         |       |   |      |  

|                                           |  |                                       |       |   |      |   |       |  
|------------------------------------------ |  | ------------------------------------- | ----- | - | ---- | - | ----- | -
|                                           |  |                                       |      
|                                           |  | For the Six Months EndedSeptember 30, |      
|                                           |  |                                       |      
|                                           |  | 2001                                  |       |   | 2000 |  
|                                           |  |                                       |       |   |      |  
|                                           |  | (Dollars in
millions)                 |      
|Revenues                                   |  | $                                     | 59.0  |   |      | $ | 70.3  |  
|Cost of Sales                              |  |                                       | (49.8 | ) |      |   | (56.6 | )
|Selling, General & Administrative Expenses |  |                                       | (10.7 | ) |      |   | (14.9 | )
|                                           |  |                                       |       |   |      |  
|Operating Loss                             |  | $                                     | (1.5  | ) |      | $ | (1.2  | )
|                                           |  |                                       |       |   |      |  

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FINANCIAL SERVICES

Financial Services operations consist primarily of home financing,
sub-prime home equity lending, and the sale of title and other insurance
coverages. These activities include mortgage origination and other related
services for homes sold by Centex subsidiaries and by others.

|                                           |  |                                         |       |   |      |   |       |  
|------------------------------------------ |  | --------------------------------------- | ----- | - | ---- | - | ----- | -
|                                           |  |                                         |      
|                                           |  | For the Three Months EndedSeptember 30, |      
|                                           |  |                                         |      
|                                           |  | 2001                                    |       |   | 2000 |  
|                                           |  |                                         |       |   |      |  
|                                           |  | (Dollars in
millions)                   |      
|Revenues*                                  |  | $                                       | 166.0 |   |      | $ | 106.5 |  
|Selling, General & Administrative Expenses |  |                                         | (96.8 | ) |      |   | (83.4 | )
|Interest Expense                           |  |                                         | (39.9 | ) |      |   | (20.9 | )
|                                           |  |                                         |       |   |      |  
|Operating Earnings                         |  | $                                       | 29.3  |   |      | $ | 2.2   |  
|                                           |  |                                         |       |   |      |  

|                                           |  |                                       |        |   |      |   |        |  
|------------------------------------------ |  | ------------------------------------- | ------ | - | ---- | - | ------ | -
|                                           |  |                                       |       
|                                           |  | For the Six Months EndedSeptember 30, |       
|                                           |  |                                       |       
|                                           |  | 2001                                  |        |   | 2000 |  
|                                           |  |                                       |        |   |      |  
|                                           |  | (Dollars in
millions)                 |       
|Revenues*                                  |  | $                                     | 328.6  |   |      | $ | 202.4  |  
|Selling, General & Administrative Expenses |  |                                       | (198.4 | ) |      |   | (167.1 | )
|Interest Expense                           |  |                                       | (75.8  | ) |      |   | (33.0  | )
|                                           |  |                                       |        |   |      |  
|Operating Earnings                         |  | $                                     | 54.4   |   |      | $ | 2.3    |  
|                                           |  |                                       |        |   |      |  



| | * | Revenues include interest income of $61.6 million and $25.9
million for the three months and $114.2 million and $42.0 million
for the six months ended September 30, 2001 and 2000, respectively.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSTRUCTION PRODUCTS

Construction Products operations involve the manufacture, production,
distribution, and sale of cement, gypsum wallboard, recycled paperboard,
aggregates, and readymix concrete. Centexs ownership interest in Construction
Products was 65.2% as of September 30, 2001 and 65.3% as of September 30, 2000.

|
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|
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|                                           |  |                          |        |   |      |   |        |  
|------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                           |  |                          |       
|                                           |  | For the Six Months Ended |       
|                                           |  | September 30,            |       
|                                           |  |                          |       
|                                           |  | 2001                     |        |   | 2000 |  
|                                           |  |                          |        |   |      |  
|                                           |  | (Dollars in millions)    |       
|Revenues                                   |  | $                        | 247.0  |   |      | $ | 229.9  |  
|Cost of Sales                              |  |                          | (209.0 | ) |      |   | (158.0 | )
|Selling, General & Administrative Expenses |  |                          | (2.5   | ) |      |   | (3.3   | )
|                                           |  |                          |        |   |      |  
|Operating Earnings                        |  | $                        | 35.5   |   |      | $ | 68.6   |  
|                                           |  |                          |        |   |      |  



 Operating earnings are shown before Minority Interest.

CONTRACTING AND CONSTRUCTION SERVICES

Contracting and Construction Services operations involve the construction
of buildings for both private and government interests, including (among
others) office, commercial and industrial buildings, hospitals, hotels,
correctional facilities, libraries, airport facilities, and educational
institutions. As this segment generates significant positive cash flow
(payables and accruals consistently exceed identifiable assets), intercompany
interest income (credited at the prime rate in effect) is reflected in this
segment; however, this amount is eliminated in consolidation.

|                                           |  |                            |        |   |      |   |        |  
|------------------------------------------ |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                           |  |                            |       
|                                           |  | For the Three Months Ended |       
|                                           |  | September 30,              |       
|                                           |  |                            |       
|                                           |  | 2001                       |        |   | 2000 |  
|                                           |  |                            |        |   |      |  
|                                           |  | (Dollars in
millions)      |       
|Revenues                                   |  | $                          | 336.8  |   |      | $ | 330.4  |  
|Construction Contract Costs                |  |                            | (316.3 | ) |      |   | (310.0 | )
|Selling, General & Administrative Expenses |  |                            | (13.2  | ) |      |   | (13.8  | )
|                                           |  |                            |        |   |      |  
|Operating Income, as reported              |  |                            | 7.3    |   |      |   | 6.6    |  
|Intercompany Interest Income               |  |                            | 1.8    |   |      |   | 2.1    |  
|                                           |  |                            |        |   |      |  
|Total Economic Return                      |  | $                          | 9.1    |   |      | $ | 8.7    |  
|                                           |  |                            |        |   |      |  

|                                           |  |                          |        |   |      |   |        |  
|------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                           |  |                          |       
|                                           |  | For the Six Months Ended |       
|                                           |  | September 30,            |       
|                                           |  |                          |       
|                                           |  | 2001                     |        |   | 2000 |  
|                                           |  |                          |        |   |      |  
|                                           |  | (Dollars in
millions)    |       
|Revenues                                   |  | $                        | 650.4  |   |      | $ | 629.1  |  
|Construction Contract Costs                |  |                          | (607.3 | ) |      |   | (589.1 | )
|Selling, General & Administrative Expenses |  |                          | (28.3  | ) |      |   | (26.9  | )
|                                           |  |                          |        |   |      |  
|Operating Income, as reported              |  |                          | 14.8   |   |      |   | 13.1   |  
|Intercompany Interest Income               |  |                          | 3.8    |   |      |   | 4.4    |  
|                                           |  |                          |        |   |      |  
|Total Economic Return                      |  | $                        | 18.6   |   |      | $ | 17.5   |  
|                                           |  |                          |        |   |      |  

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INVESTMENT REAL ESTATE

Investment Real Estate operations involve the acquisition, development,
and sale of land, primarily for industrial, office, multi-family, retail, and
mixed-use projects, and investments in other real estate operations.

|                                           |  |                            |      |   |      |   |     | 
|------------------------------------------ |  | -------------------------- | ---- | - | ---- | - | --- | 
|                                           |  |                            |     
|                                           |  | For the Three Months Ended |     
|                                           |  | September 30,              |     
|                                           |  |                            |     
|                                           |  | 2001                       |      |   | 2000 |  
|                                           |  |                            |      |   |      |  
|                                           |  | (Dollars in millions)      |     
|Revenues                                   |  | $                          | 23.2 |   |      | $ | 3.1 | 
|Cost of Sales                              |  |                            | (4.7 | ) |      |   |    | 
|Selling, General & Administrative Expenses |  |                            | (2.4 | ) |      |   |    | 
|Negative Goodwill Amortization             |  |                            |     |   |      |   | 4.0 | 
|                                           |  |                            |      |   |      |  
|Operating Earnings                         |  | $                          | 16.1 |   |      | $ | 7.1 | 
|                                           |  |                            |      |   |      |  

|                                           |  |                          |      |   |      |   |      |  
|------------------------------------------ |  | ------------------------ | ---- | - | ---- | - | ---- | -
|                                           |  |                          |     
|                                           |  | For the Six Months Ended |     
|                                           |  | September 30,            |     
|                                           |  |                          |     
|                                           |  | 2001                     |      |   | 2000 |  
|                                           |  |                          |      |   |      |  
|                                           |  | (Dollars in millions)    |     
|Revenues                                   |  | $                        | 47.3 |   |      | $ | 6.6  |  
|Cost of Sales                              |  |                          | (9.9 | ) |      |   | (0.3 | )
|Selling, General & Administrative Expenses |  |                          | (6.0 | ) |      |   | (1.1 | )
|Negative Goodwill Amortization             |  |                          |     |   |      |   | 8.0  |  
|                                           |  |                          |      |   |      |  
|Operating Earnings                         |  | $                        | 31.4 |   |      | $ | 13.2 |  
|                                           |  |                          |      |   |      |  

HOME SERVICES AND OTHER

Home Services operations include pest management, electronic security,
structured wiring, and chemical lawn care.

|                                           |                            |               |       |  
|------------------------------------------ | -------------------------- | ------------- | ----- | -
|                                           |                           
|                                           | For the Three Months Ended
|                                           |                            | September 30, |      
|                                           |                           
|                                           |                            | 2001          |      
|                                           |                           
|                                           | (Dollars in millions)     
|Revenues                                   |                            | $             | 25.9  |  
|Cost of Sales                              |                            |               | (10.2 | )
|Selling, General & Administrative Expenses |                            |               | (13.1 | )
|                                           |                            |               |      
|Operating Earnings                         |                            | $             | 2.6   | *
|                                           |                            |               |      

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|                                           |                          |               |       |  
|------------------------------------------ | ------------------------ | ------------- | ----- | -
|                                           |                         
|                                           | For the Six Months Ended
|                                           |                          | September 30, |      
|                                           |                         
|                                           |                          | 2001          |      
|                                           |                         
|                                           | (Dollars in millions)   
|Revenues                                   |                          | $             | 50.6  |  
|Cost of Sales                              |                          |               | (19.4 | )
|Selling, General & Administrative Expenses |                          |               | (26.7 | )
|                                           |                          |               |      
|Operating Earnings                         |                          | $             | 4.5   | *
|                                           |                          |               |      



|* | Before fiscal 2002, revenues and operating expenses of the Home
Services and Other segment were reflected on a net basis, as this
segment was not considered material for purposes of segment
reporting. Operating earnings for the three and six months ended
September 30, 2000 were $1.6 million and $1.9 million, respectively.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(G)The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities, on April 1, 2001. The effect of the adoption of SFAS No. 133 on
the Companys operating earnings was not significant.

The Company has various interest rate swap agreements, designated as cash
flow hedges, which effectively fix the variable interest rate on approximately
$215 million of outstanding debt. The swap agreements are reflected at their
fair value in Other Assets in the condensed consolidated balance sheets, and
the related loss is deferred in stockholders equity as Unrealized Loss on
Hedging Instruments. Amounts to be received or paid as a result of the swap
agreements are recognized as adjustments to interest incurred on the related
debt instrument. Subsequent to the Companys adoption of SFAS No. 133 through
September 30, 2001, the liability and Accumulated Other Comprehensive Loss was
$6.7 million ($3.8 million net of tax).

Financial Services, in the normal course of business, uses derivative
financial instruments to reduce its exposure to fluctuations in interest rates.
CTX Mortgage Company enters into interest rate lock commitments (IRLCs) with
its customers under which CTX Mortgage Company agrees to make mortgage loans at
agreed upon rates within a period of time, generally from 10 to 60 days, if
certain conditions are met within the terms of the IRLCs. These IRLCs are
derivative instruments. CTX Mortgage Company also executes mandatory forward
trades of mortgage loans to hedge the risk of fluctuations in value of these
IRLCs and of mortgage loans. Initially, the fair value of the IRLCs is
recorded on the balance sheet as a deferred item. Subsequent changes in the
fair value of the IRLCs and mandatory forward trades are recorded through
current earnings. The gain resulting from the net change in the estimated fair
value of such mandatory forward trades and IRLCs was $1.8 million for the three
months and $3.3 million for the six months ended September 30, 2001.

From time to time, Centex Home Equity Company uses interest rate swaps
which have been designated as cash flow hedges to hedge the market risk
associated with the anticipated issuance of fixed rate securitization debt to
finance subprime mortgages. Changes in fair value deferred in Accumulated
Other Comprehensive Loss are recorded through current earnings as an adjustment
of the interest cost over the life of the securitization debt. In accordance
with SFAS No. 133, the loss of $8.4 million ($5.4 million net of tax) on the
effective portion of the interest rate swaps is recognized in Accumulated Other
Comprehensive Loss as of September 30, 2001.

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(H)The Company has adopted, effective April 1, 2001, SFAS No. 142, Goodwill
and Other Intangible Assets, which provides that intangible assets, including
goodwill, that are not subject to amortization must be tested for impairment
annually at the reporting unit level using a two-step impairment assessment.
Impairment testing must be performed more frequently if events or changes in
circumstances indicate that the asset might be impaired. The Company has
completed the first step, which tests for potential impairment by determining
whether the carrying amount of a reporting unit exceeds its fair value, and has
determined that there is no impairment.

The pro forma adoption of SFAS No. 142 for the three and six month periods
ended September 30, 2000, which included amortization of goodwill and negative
goodwill, would have resulted in a decrease in net earnings of $1.6 million and
$2.6 million, respectively, and a decrease of $.03 and $.05 in both basic and
diluted earnings per share. Identifiable intangible assets, other than
goodwill, are immaterial. Goodwill was $355.9 million at September 30, 2001
and $324.0 million at March 31, 2001. The increase primarily relates to
acquisitions made in the first quarter of fiscal 2002.

(I)SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, was issued in September 2000 to replace
SFAS No. 125. SFAS No. 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but carries most of SFAS No. 125s provisions
without reconsideration. The implementation of SFAS No. 140 on April 1, 2001
did not have a material impact on the Companys results of operations or
financial position.

(J)Certain prior year balances have been reclassified to be consistent with
the September 30, 2001 presentation.

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##### Table of Contents






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

For the three months ended September 30, 2001, Centexs consolidated
revenues were $1.9 billion, a 16.6% increase over $1.6 billion for the same
period last year; earnings before income taxes were $152.3 million, 58.8%
higher than $95.9 million last year; and net earnings were $93.4 million, 58%
higher than $59.1 million for the same period last year.

For the six months ended September 30, 2001, consolidated revenues totaled
$3.6 billion, an 17.7% increase over $3.0 billion for the same period last
year; earnings before income taxes were $270.3 million, a 55.4% increase over
$174.0 million for the same period last year; and net earnings were $168.6
million, a 57.1% increase over $107.3 million for the same period last year.

HOME BUILDING

Conventional Homes

The following summarizes Conventional Homes results for the three and six
months ended September 30, 2001 compared to the same periods last year (dollars
in millions, except per unit data):

|                                           |          |   |                                          |      |   |  |       |    |      |   |         |         |      |   |       |     |   |  |  |  | 
|------------------------------------------ | -------- | - | ---------------------------------------- | ---- | - |  | ----- | -- | ---- | - | ------- | ------- | ---- | - | ----- | --- | - |  |  |  | 
|                                           |          |   |                                         
|                                           |          |   | For the Three Months Ended September 30,
|                                           |          |   |                                         
|                                           |          |   | 2001                                     |      |   |  |       |    | 2000
|                                           |          |   |                                          |      |   |  |       |    |     
|Revenues                                   |          | $ | 1,170.7                                  |      |   |  | 100.0 | %  |      | $ | 1,027.0 |         |      |   | 100.0 | %  
|Cost of Sales                              |          |   | (868.8                                   | )    |   |  | (74.2 | )% |      |   | (789.3  | )       |      |   | (76.9 | )% 
|Selling, General & Administrative Expenses |          |   | (178.9                                   | )    |   |  | (15.3 | )% |      |   | (148.1  | )       |      |   | (14.4 | )% 
|                                           |          |   |                                          |      |   |  |       |    |      |   |         |        
|Operating Earnings                         |          | $ | 123.0                                    |      |   |  | 10.5  | %  |      |   | $       | 89.6    |      |   |       | 8.7 | %
|                                           |          |   |                                          |      |   |  |       |    |      |   |         |        
|Units Closed                               |          |   | 5,418                                    |      |   |  |       |    |      |   |         | 4,901   |      |   |       |     |  
|                                           | % Change |   |                                          | 10.5 | % |  |       |    |      |   |         |         | 10.8 | % |       |     |   | 
|Unit Sales Price                           |          | $ | 214,004                                  |      |   |  |       |    |      |   | $       | 203,900 |      |   |       |     |  
|                                           | % Change |   |                                          | 5.0  | % |  |       |    |      |   |         |         | 8.6  | % |       |     |   | 
|Operating Earnings Per Unit                |          | $ | 22,698                                   |      |   |  |       |    |      |   | $       | 18,274  |      |   |       |     |  
|                                           | % Change |   |                                          | 24.2 | % |  |       |    |      |   |         |         | 15.2 | % |       |     |   | 
|Backlog Units                              |          |   | 9,978                                    |      |   |  |       |    |      |   |         | 9,145   |      |   |       |     |  
|                                           | % Change |   |                                          | 9.1  | % |  |       |    |      |   |         |         | 17.0 | % |       |     |   | 

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|                                           |          |   |                                        |      |   |  |       |    |      |   |          |      |   |  |       |    |  |  |  |  | 
|------------------------------------------ | -------- | - | -------------------------------------- | ---- | - |  | ----- | -- | ---- | - | -------- | ---- | - |  | ----- | -- |  |  |  |  | 
|                                           |          |   |                                       
|                                           |          |   | For the Six Months Ended September 30,
|                                           |          |   |                                       
|                                           |          |   | 2001                                   |      |   |  |       |    | 2000
|                                           |          |   |                                        |      |   |  |       |    |     
|Revenues                                   |          | $ | 2,209.9                                |      |   |  | 100.0 | %  |      | $ | 1,914.0  |      |   |  | 100.0 | % 
|Cost of Sales                              |          |   | (1,641.1                               | )    |   |  | (74.3 | )% |      |   | (1,468.8 | )    |   |  | (76.7 | )%
|Selling, General & Administrative Expenses |          |   | (347.7                                 | )    |   |  | (15.7 | )% |      |   | (283.1   | )    |   |  | (14.8 | )%
|                                           |          |   |                                        |      |   |  |       |    |      |   |         
|Operating Earnings                         |          | $ | 221.1                                  |      |   |  | 10.0  | %  |      | $ | 162.1    |      |   |  | 8.5   | % 
|                                           |          |   |                                        |      |   |  |       |    |      |   |          |     
|Units Closed                               |          |   | 10,268                                 |      |   |  |       |    |      |   | 9,309    |      |   |  |       |   
|                                           | % Change |   |                                        | 10.3 | % |  |       |    |      |   |          | 11.4 | % |  |       |    | 
|Unit Sales Price                           |          | $ | 212,469                                |      |   |  |       |    |      | $ | 200,308  |      |   |  |       |   
|                                           | % Change |   |                                        | 6.1  | % |  |       |    |      |   |          | 6.5  | % |  |       |    | 
|Operating Earnings Per Unit                |          | $ | 21,533                                 |      |   |  |       |    |      | $ | 17,414   |      |   |  |       |   
|                                           | % Change |   |                                        | 23.7 | % |  |       |    |      |   |          | 12.5 | % |  |       |    | 
|Backlog Units                              |          |   | 9,978                                  |      |   |  |       |    |      |   | 9,145    |      |   |  |       |   
|                                           | % Change |   |                                        | 9.1  | % |  |       |    |      |   |          | 17.0 | % |  |       |    | 

Conventional Homes revenues for the three and six months ended September
30, 2001 increased by 14.0% and 15.5%, respectively, compared to revenues for
the same periods last year. These improvements resulted from an increased
number of operating neighborhoods along with an increase in units per
neighborhood, and a higher average unit selling price compared to the fiscal
2001 per-unit sales price.

Operating earnings for the three and six months ended September 30, 2001
were 10.5% and 10.0% as a percentage of revenue and approximately $22,698 and
$21,533 on a per-unit basis, compared to operating earnings of 8.7% and 8.5% of
revenue and approximately $18,274 and $17,414 on a per-unit basis for the same
periods last year. The operating earnings increase was primarily attributable
to sales price increases and continued cost reductions due to lower raw
material prices, productivity, and process improvements.

Home sales (orders) totaled 5,244 units during the three months ended
September 30, 2001 compared to 5,338 units during the same period last year,
representing a 1.8% decrease. Home sales (orders) totaled 10,902 units during
the six months ended September 30, 2001 compared to last years 10,875 units
for the same period last year, representing a 0.2% increase. The backlog of
homes sold but not closed at September 30, 2001 was 9,978 units, compared to
9,145 units for the same period last year, representing a 9.1% increase.

Manufactured Homes

The following summarizes Manufactured Homes results for the three and six
months ended September 30, 2001 compared to the same periods last year (dollars
in millions):

|                                  |  |                                          |       |   |      |  |       |    |  |   |       |   |  |  |       |    |  | 
|--------------------------------- |  | ---------------------------------------- | ----- | - | ---- |  | ----- | -- |  | - | ----- | - |  |  | ----- | -- |  | 
|                                  |  |                                          |      
|                                  |  | For the Three Months Ended September 30, |      
|                                  |  |                                          |      
|                                  |  | 2001                                     |       |   | 2000 | 
|                                  |  |                                          |       |   |      | 
|Revenues                          |  | $                                        | 31.5  |   |      |  | 100.0 | %  |  | $ | 33.8  |   |  |  | 100.0 | % 
|Cost of Sales                     |  |                                          | (26.5 | ) |      |  | (84.1 | )% |  |   | (28.3 | ) |  |  | (83.7 | )%
|Selling, General & Administrative |  |                                          | (4.9  | ) |      |  | (15.6 | )% |  |   | (6.6  | ) |  |  | (19.6 | )%
|                                  |  |                                          |       |   |      |  |       |    |  |   |       |  
|Operating Earnings (Loss)         |  | $                                        | 0.1   |   |      |  | 0.3   | %  |  | $ | (1.1  | ) |  |  | (3.3  | )%
|                                  |  |                                          |       |   |      |  |       |    |  |   |       |  
|Units sold                        |  |                                          | 1,025 |   |      |  |       |    |  |   | 1,129 |   |  |  |       |   

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|                                  |  |                                        |       |   |      |  |       |    |  |   |       |   |  |  |       |    |  | 
|--------------------------------- |  | -------------------------------------- | ----- | - | ---- |  | ----- | -- |  | - | ----- | - |  |  | ----- | -- |  | 
|                                  |  |                                        |      
|                                  |  | For the Six Months Ended September 30, |      
|                                  |  |                                        |      
|                                  |  | 2001                                   |       |   | 2000 | 
|                                  |  |                                        |       |   |      | 
|Revenues                          |  | $                                      | 59.0  |   |      |  | 100.0 | %  |  | $ | 70.3  |   |  |  | 100.0 | % 
|Cost of Sales                     |  |                                        | (49.8 | ) |      |  | (84.4 | )% |  |   | (57.6 | ) |  |  | (81.9 | )%
|Selling, General & Administrative |  |                                        | (10.7 | ) |      |  | (18.1 | )% |  |   | (13.9 | ) |  |  | (19.8 | )%
|                                  |  |                                        |       |   |      |  |       |    |  |   |       |  
|Operating Loss                    |  | $                                      | (1.5  | ) |      |  | (2.5  | )% |  | $ | (1.2  | ) |  |  | (1.7  | )%
|                                  |  |                                        |       |   |      |  |       |    |  |   |       |  
|Units sold                        |  |                                        | 1,899 |   |      |  |       |    |  |   | 2,355 |   |  |  |       |   

For the three and six months ended September 30, 2001, revenues decreased
6.9% and 16.0%, respectively, from the same periods last year; and operating
earnings increased 105.9% and operating losses increased 25.3%, respectively,
from the same periods last year.

As a consequence of an oversupply of homes in the total industry
distribution pipeline and the reduced availability and higher cost of financing
for purchasers of manufactured homes, Manufactured Homes construction sales
and retail sales declined from the same period last year. Successful cost
reduction measures improved operating earnings in the three months ended
September 30, 2001.

FINANCIAL SERVICES

The following summarizes Financial Services results for the three and six
months ended September 30, 2001 compared to the same periods last year (dollars
in millions):

|                           |                            |                                   |        |                            |        |   |        |       |        | 
|-------------------------- | -------------------------- | --------------------------------- | ------ | -------------------------- | ------ | - | ------ | ----- | ------ | 
|                           |                            |                                   |        |                            |       
|                           |                            |                                   |        | For the Three Months Ended |       
|                           |                            |                                   |        | September 30,              |       
|                           |                            |                                   |        |                            |       
|                           |                            |                                   |        | 2001                       |        |   | 2000   |      
|                           |                            |                                   |        |                            |        |   |        |      
|Revenues                   |                            | $                                 | 166.0  |                            |        | $ | 106.5  |      
|                           |                            |                                   |        |                            |        |  
|Operating Earnings         |                            | $                                 | 29.3   |                            |        | $ | 2.2    |      
|                           |                            |                                   |        |                            |        |  
|Origination Volume         |                            | $                                 | 3,417  |                            |        | $ | 2,476  |      
|                           |                            |                                   |        |                            |        |  
|Number of Loans Originated |                            |                                   |        |                            |        |   |        |      
|                           | CTX Mortgage Company       |                                   |        |                            |        |   |        |       |       
|                           |                            | Centex-built Homes (Builder)    |        |                            | 3,633  |   |        |       | 2,839  | 
|                           |                            | Non-Centex-built Homes (Retail) |        |                            | 14,974 |   |        |       | 11,263 | 
|                           |                            |                                   |        |                            |        |  
|                           |                            |                                   | 18,607 |                            |        |   | 14,102 |      
|                           | Centex Home Equity Company |                                   |        | 7,257                      |        |   |        | 7,317 |       
|                           |                            |                                   |        |                            |        |  
|                           |                            |                                   | 25,864 |                            |        |   | 21,419 |      
|                           |                            |                                   |        |                            |        |  

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|                           |                                |                                   |        |                          |        |   |        |        |        | 
|-------------------------- | ------------------------------ | --------------------------------- | ------ | ------------------------ | ------ | - | ------ | ------ | ------ | 
|                           |                                |                                   |        |                          |       
|                           |                                |                                   |        | For the Six Months Ended |       
|                           |                                |                                   |        | September 30,            |       
|                           |                                |                                   |        |                          |       
|                           |                                |                                   |        | 2001                     |        |   | 2000   |       
|                           |                                |                                   |        |                          |        |   |        |       
|Revenues                   |                                | $                                 | 328.6  |                          |        | $ | 202.4  |       
|                           |                                |                                   |        |                          |        |  
|Operating Earnings         |                                | $                                 | 54.4   |                          |        | $ | 2.3    |       
|                           |                                |                                   |        |                          |        |  
|Origination Volume         |                                | $                                 | 7,136  |                          |        | $ | 4,855  |       
|                           |                                |                                   |        |                          |        |  
|Number of Loans Originated |                                |                                   |        |                          |        |   |        |       
|                          
|                          
|                          
|                          
|                           | CTX Mortgage Company           |                                   |        |                          |        |   |        |        |       
|                          
|                          
|                          
|                          
|                           |                                | Centex-built Homes (Builder)    |        |                          | 6,815  |   |        |        | 5,305  | 
|                          
|                          
|                          
|                          
|                           |                                | Non-Centex-built Homes (Retail) |        |                          | 33,084 |   |        |        | 22,962 | 
|                           |                                |                                   |        |                          |        |   |        |       
|                           |                                |                                   |        |                          | 39,899 |   |        |        | 28,267 | 
|                          
|                          
|                          
|                          
|                           | Centex Home Equity Corporation |                                   |        | 14,065                   |        |   |        | 13,746 |       
|                           |                                |                                   |        |                          |        |  
|                           |                                |                                   | 53,964 |                          |        |   | 42,013 |       
|                           |                                |                                   |        |                          |        |  

For the three and six months ended September 30, 2001, Financial Services
revenues increased 55.8% and 62.3%, respectively, and operating earnings
increased significantly from the same periods last year. The increase in
revenues and operating earnings is due primarily to increased mortgage
refinancings and to the impact of the portfolio method of accounting as
described below.

CTX Mortgage Company and related companies (CTX Mortgage) operating
earnings for the three and six months ended September 30, 2001 were $23.4
million and $48.1 million compared to $5.6 million and $10.8 million for the
same periods last year. The increase in CTX Mortgages operating earnings is
primarily due to a significant increase in mortgage volume, relating to lower
mortgage rates in the first and second quarters of fiscal 2002 compared to the
same periods last year. For the three months ended September 30, 2001
originations totaled 18,607 compared to 14,102 for the same period last year;
loan volume was $2.9 billion compared to $2.0 billion for the same period last
year; the per-loan profit was $1,284, 221.8% higher than $399 for the same
period last year; and total mortgage applications increased 25.0% to 19,205
from 15,368 applications for the same period last year. For the six months
ended September 30, 2001 originations totaled 39,899 compared to 28,267 for the
same period last year; loan volume was $6.1 billion compared to $4.0 billion
for the same period last year; the per-loan profit was $1,233, 221.9% higher
than $383 for the same period last year; and total mortgage applications
increased 32.1% to 41,221 from 31,196 applications for the same period last
year.

Centex Home Equity Corporation and related companies (Home Equity)
returned to profitability after having begun to account for its securitizations
completed subsequent to March 31, 2000 as borrowings rather than as sales (as
discussed further below), reporting operating earnings for the three and six
months ended September 30, 2001 of $5.9 million and $6.3 million compared to
operating losses of $3.4 million and $8.5 million for the same periods last
year. The increase in Home Equitys operating earnings is due to the increased
contribution of net interest margin, resulting from significant growth of the
residential mortgage loan portfolio accounted for under the portfolio method.
For the three months ended September 30, 2001 originations totaled 7,257
compared to 7,317 for the same period last year; loan volume was $554.2 million
compared to $456.8 million for the same period last year; and total
applications increased 11.3% to 41,294 from 37,095 applications for the same
period last year. For the six months ended September 30, 2001 originations
totaled 14,065 compared to 13,746 for the same period last year; loan volume
was $1.1 billion compared to $853 million for the same period last year; and
total applications increased 10.2% to 82,368 from 74,748 applications for the
same period last year.

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##### Table of Contents



Prior to fiscal 2001, Home Equitys securitizations were structured in a
manner that caused them to be accounted for as sales and the resulting gains
were reported as revenues during the month in which the securitizations closed.
In fiscal 2001, Home Equity changed the transaction structure which resulted
in the securitizations being accounted for as borrowings, which requires that
residential mortgage loans and securitization debt be reflected on the
Companys balance sheets and the interest income and interest expense
associated with the securitized loan portfolio be reflected on the Companys
income statements. Net interest income, rather than gain on sale of loans, as
in past years, is Home Equitys primary source of operating income. For the
three and six months ended September 30, 2001, Home Equitys interest income
was $57.9 million and $105.6 million, respectively, compared to $21.5 million
and $32.6 million for the same periods last year. Home Equitys interest
expense was $36.1 million and $67.7 million, respectively, compared to $23.1
million and $15.7 million for the same periods last year.

At September 30, 2001, Home Equitys servicing portfolio consisted of
56,660 loans totaling $3.9 billion, compared to 41,902 loans totaling $2.7
billion at September 30, 2000. For the three and six months ended September
30, 2001, service fee income, which is not included in interest income, related
to this long-term servicing was $9.3 million and $17.8 million, respectively,
compared to $5.9 million and $11.0 million, respectively, for the same period a
year ago.

CONSTRUCTION PRODUCTS

The following summarizes Construction Products results for the three and
six months ended September 30, 2001 compared to the same periods last year
(dollars in millions):

|                                           |  |                            |        |   |      |   |       |  
|------------------------------------------ |  | -------------------------- | ------ | - | ---- | - | ----- | -
|                                           |  |                            |       
|                                           |  | For the Three Months Ended |       
|                                           |  | September 30,              |       
|                                           |  |                            |       
|                                           |  | 2001                       |        |   | 2000 |  
|                                           |  |                            |        |   |      |  
|Revenues                                   |  | $                          | 129.5  |   |      | $ | 114.9 |  
|Interest Income                            |  |                            | 1.1    |   |      |   | 2.0   |  
|Cost of Sales                              |  |                            | (106.8 | ) |      |   | (82.8 | )
|Selling, General & Administrative Expenses |  |                            | (1.3   | ) |      |   | (1.6  | )
|                                           |  |                            |        |   |      |  
|Operating Earnings                        |  | $                          | 22.5   |   |      | $ | 32.5  |  
|                                           |  |                            |        |   |      |  

|                                                         |  |                          |        |   |      |   |        |  
|-------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                         |  |                          |       
|                                                         |  | For the Six Months Ended |       
|                                                         |  | September 30,            |       
|                                                         |  |                          |       
|                                                         |  | 2001                     |        |   | 2000 |  
|                                                         |  |                          |        |   |      |  
|Revenues                                                 |  | $                        | 247.0  |   |      | $ | 229.9  |  
|Interest Income                                          |  |                          | 2.1    |   |      |   | 3.7    |  
|Cost of Sales                                            |  |                          | (211.1 | ) |      |   | (161.7 | )
|Selling, General & Administrative Expenses               |  |                          | (2.5   | ) |      |   | (3.3   | )
|                                                         |  |                          |        |   |      |  
|Operating Earnings                                      |  | $                        | 35.5   |   |      | $ | 68.6   |  
|                                                         |  |                          |        |   |      |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
| Operating Earnings are shown before Minority Interest.

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##### Table of Contents



For the three months ended September 30, 2001, Construction Products
revenues increased 12.8% and operating earnings decreased 30.8% from the same
period last year. For the six months ended September 30, 2001, Construction
Products revenues increased 7.4% and operating earnings decreased 48.3% from
the same period last year. Construction Products revenues for the three and
six month periods ending September 30, 2001 increased primarily due to the
November 2000 strategic assets purchase of recycled paperboard and wallboard
operations. Operating earnings were negatively impacted by lower gypsum
wallboard prices.

CONTRACTING AND CONSTRUCTION SERVICES

The following summarizes Contracting and Construction Services results
for the three and six months ended September 30, 2001 compared to the same
periods last year (dollars in millions):

|                                 |  |                            |       |  |      |   |       | 
|-------------------------------- |  | -------------------------- | ----- |  | ---- | - | ----- | 
|                                 |  |                            |      
|                                 |  | For the Three Months Ended |      
|                                 |  | September 30,              |      
|                                 |  |                            |      
|                                 |  | 2001                       |       |  | 2000 |  
|                                 |  |                            |       |  |      |  
|Revenues                         |  | $                          | 336.8 |  |      | $ | 330.4 | 
|                                 |  |                            |       |  |      |  
|Operating Earnings               |  | $                          | 7.3   |  |      | $ | 6.6   | 
|                                 |  |                            |       |  |      |  
|New Contracts Executed           |  | $                          | 387   |  |      | $ | 416   | 
|                                 |  |                            |       |  |      |  
|Backlog of Uncompleted Contracts |  | $                          | 2,149 |  |      | $ | 1,472 | 
|                                 |  |                            |       |  |      |  

|                                 |  |                          |       |  |      |   |       | 
|-------------------------------- |  | ------------------------ | ----- |  | ---- | - | ----- | 
|                                 |  |                          |      
|                                 |  | For the Six Months Ended |      
|                                 |  | September 30,            |      
|                                 |  |                          |      
|                                 |  | 2001                     |       |  | 2000 |  
|                                 |  |                          |       |  |      |  
|Revenues                         |  | $                        | 650.4 |  |      | $ | 629.1 | 
|                                 |  |                          |       |  |      |  
|Operating Earnings               |  | $                        | 14.8  |  |      | $ | 13.1  | 
|                                 |  |                          |       |  |      |  
|New Contracts Executed           |  | $                        | 777   |  |      | $ | 719   | 
|                                 |  |                          |       |  |      |  
|Backlog of Uncompleted Contracts |  | $                        | 2,149 |  |      | $ | 1,472 | 
|                                 |  |                          |       |  |      |  

For the three months ended September 30, 2001, Contracting and
Construction Services revenues and operating earnings increased 1.9% and
11.5%, respectively, from the same period last year. For the six months ended
September 30, 2001, Contracting and Construction Services revenues and
operating earnings increased 3.4% and 13.1% from the same period last year.
This increase was primarily the result of a continuing shift in recent years to
higher-margin private negotiated projects from lower-margin public bid work.

The Contracting and Construction Services operations provided a positive
average net cash flow in excess of Centexs investment in the group of $106.5
million and $108.6 million for the three and six months ended September 30,
2001, compared to $89.6 million and $93.1 million for the same periods last
year.

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##### Table of Contents



INVESTMENT REAL ESTATE

The following summarizes Investment Real Estates results for the three
and six months ended September 30, 2001 compared to the same periods last year
(dollars in millions):

|                   |  |                            |      |  |      |   |     | 
|------------------ |  | -------------------------- | ---- |  | ---- | - | --- | 
|                   |  |                            |     
|                   |  | For the Three Months Ended |     
|                   |  | September 30,              |     
|                   |  |                            |     
|                   |  | 2001                       |      |  | 2000 |  
|                   |  |                            |      |  |      |  
|Revenues           |  | $                          | 23.2 |  |      | $ | 3.1 | 
|                   |  |                            |      |  |      |  
|Operating Earnings |  | $                          | 16.1 |  |      | $ | 7.1 | 
|                   |  |                            |      |  |      |  

|                   |  |                          |      |  |      |   |      | 
|------------------ |  | ------------------------ | ---- |  | ---- | - | ---- | 
|                   |  |                          |     
|                   |  | For the Six Months Ended |     
|                   |  | September 30,            |     
|                   |  |                          |     
|                   |  | 2001                     |      |  | 2000 |  
|                   |  |                          |      |  |      |  
|Revenues           |  | $                        | 47.3 |  |      | $ | 6.6  | 
|                   |  |                          |      |  |      |  
|Operating Earnings |  | $                        | 31.4 |  |      | $ | 13.2 | 
|                   |  |                          |      |  |      |  

For the three and six months ended September 30, 2001, Centexs Investment
Real Estate operations, through which all investment property transactions are
reported, had operating earnings of $16.1 million and $31.4 million,
respectively, an increase of 128.1% and 138.2% compared to $7.1 million and
$13.2 million for the same periods a year ago. The timing of land sales is
uncertain and can vary significantly from period to period. Negative goodwill
amortization was zero for the three and six months ended September 30, 2001,
and was $4 million and $8 million for the three and six months ended September
30, 2000.

A significant portion of Investment Real Estates revenues and operating
earnings is derived from its investment in the Partnership, which is accounted
for on the equity method of accounting because Investment Real Estate does not
control the Partnership. The largest component of the Partnership is its
International Home Building segment, which operates through Fairclough Homes
Group Limited (Fairclough), a London, England-based home builder. Investment
Real Estates investment in Fairclough resulted in operating earnings of $3.2
million and $5.6 million for the three and six months ended September 30, 2001.
For the three months ended September 30, 2001, Fairclough closed 315 units at
an average sales price per unit of $205,000 and had operating earnings per unit
(before interest) of $13,000 . For the six months ended September 30, 2001,
Fairclough closed 614 units at an average sales price per unit of $197,000 and
had operating earnings per unit (before interest) of $11,000 .

HOME SERVICES AND OTHER

The following summarizes Home Services and Others results for the three
and six months ended September 30, 2001 (dollars in millions):

|                   |                            |   |      | 
|------------------ | -------------------------- | - | ---- | 
|                   |                           
|                   | For the Three Months Ended
|                   | September 30,             
|                   |                           
|                   | 2001                      
|                   |                           
|Revenues           |                            | $ | 25.9 | 
|                   |                            |   |     
|Operating Earnings |                            | $ | 2.6  | 
|                   |                            |   |     

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##### Table of Contents



|                   |                          |   |      | 
|------------------ | ------------------------ | - | ---- | 
|                   |                         
|                   | For the Six Months Ended
|                   | September 30,           
|                   |                         
|                   | 2001                    
|                   |                         
|Revenues           |                          | $ | 50.6 | 
|                   |                          |   |     
|Operating Earnings |                          | $ | 4.5  | 
|                   |                          |   |     

Prior to fiscal 2002, revenues and operating expenses of the Home Services
and Other segment were reflected on a net basis, as this segment was not
considered material for purposes of segment reporting. Operating earnings for
the three and six months ended September 30, 2000 were $1.6 million and $1.9
million, respectively. This increase is primarily the result of increased
revenue and margin from internal growth and acquisitions.

FINANCIAL CONDITION AND LIQUIDITY

At September 30, 2001, the Company had cash and cash equivalents of $127.4
million, including $65 million of restricted cash and $14.6 million belonging
to the Companys 65.2%-owned Construction Products subsidiary. The net cash
used in or provided by the operating, investing, and financing activities for
the six months ended September 30, 2001 and 2000 is summarized below (dollars
in thousands):

|                               |                                  |                      |        |                          |          |   |        |     |          |  
|------------------------------ | -------------------------------- | -------------------- | ------ | ------------------------ | -------- | - | ------ | --- | -------- | -
|                               |                                  |                      |        |                          |         
|                               |                                  |                      |        | For the
Six Months Ended |         
|                               |                                  |                      |        | September 30,            |         
|                               |                                  |                      |        |                          |         
|                               |                                  |                      |        | 2001                     |          |   | 2000   |    
|                               |                                  |                      |        |                          |          |   |        |    
|Net cash provided by (used in)
|                              
|                              
|                              
|                              
|                               | Traditional Operations*         
|                              
|                              
|                              
|                              
|                               |                                  | Operating Activities |        | $                        | (197,279 | ) |        | $   | (115,964 | )
|                               |                                  | Investing Activities |        |                          | (119,778 | ) |        |     | (53,421  | )
|                               |                                  | Financing Activities |        |                          | 313,527  |   |        |     | 217,563  |  
|                               |                                  |                      |        |                          |          |  
|                               |                                  |                      | (3,530 | )                        |          |   | 48,178 |    
|                               |                                  |                      |        |                          |          |  
|                               | Financial Services              
|                              
|                              
|                              
|                              
|                               |                                  | Operating Activities |        |                          | (829,676 | ) |        |     | (869,199 | )
|                               |                                  | Investing Activities |        |                          | (3,165   | ) |        |     | (3,666   | )
|                               |                                  | Financing Activities |        |                          | 831,823  |   |        |     | 869,299  |  
|                               |                                  |                      |        |                          |          |  
|                               |                                  |                      | (1,018 | )                        |          |   | (3,566 | )  
|                               |                                  |                      |        |                          |          |  
|                               | Effect of exchange rates on cash |                      |        | 8,834                    |          |   |        | 685 |         
|                               |                                  |                      |        |                          |          |  
|Net increase in cash           |                                  | $                    | 4,286  |                          |          | $ | 45,297 |    
|                               |                                  |                      |        |                          |          |  



| | * | Traditional operations is the combining of all subsidiaries other
than those included in the Financial Services business segment.
| | - | ---------------------------------------------------------------------------------------------------------------------------------

During the first half of fiscal 2002, cash was primarily used in
Traditional Operations-Operating Activities to finance increases in housing
inventories relating to the increased level of sales and resulting units under
construction during the year, and to the acquisition of land for development.
The funds provided by Traditional Operations-Financing Activities included new
debt used to fund the increased home building activity.

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During the first half of fiscal 2002, cash was used in Financial
Services-Operating Activities to finance increases in residential mortgage
loans. The funds provided by Financial Services-Financing Activities included
new debt used to fund the increased residential mortgage loan activity.

Short-term debt as of September 30, 2001 was $1.5 billion, which included
$1.1 billion of debt applicable to the Financial Services operation (see
below). Excluding Financial Services and Construction Products, the Companys
short-term borrowings are generally financed at prevailing market interest
rates from the Companys commercial paper programs and from uncommitted bank
facilities. The Company has a $600 million committed multi-bank revolving
credit facility expiring in 2005, which serves as backup for
commercial paper borrowings. At September 30, 2001, Centex
Corporation had no borrowings under this facility.

Construction Products has a $275 million senior revolving credit facility,
expiring in November 2003, under which $225 million was outstanding at
September 30, 2001. In June 2001, Construction Products entered into an
annually renewable committed $50 million financing through a bank multi-seller
commercial paper conduit under which $30 million was outstanding at September
30, 2001. These facilities have no recourse to Centex Corporation.

Financial Services maintains a $90 million uncommitted unsecured credit
facility under which it can borrow and, in turn, allocate such borrowed funds
to its CTX Mortgage, Home Equity, and other subsidiaries. At September 30,
2001, Financial Services had borrowed $90 million under this facility; $45
million of such borrowings were allocated to CTX Mortgage and $45 million to
Home Equity. All borrowings under this unsecured facility are guaranteed by
Centex Corporation. In addition, CTX Mortgage and Home Equity share in $200
million committed and $175 uncommitted secured credit facilities to finance
mortgage inventory. At September 30, 2001, CTX Mortgage had borrowed $132.5
million and Home Equity had borrowed $72.0 million under these facilities.
Centex Corporation has guaranteed $7.5 million of one of these facilities.

CTX Mortgage sells, at closing, substantially all of its Conforming, Jumbo
A, and GNMA eligible mortgages to Harwood Street Funding I, LLC (HSF-I), an
unaffiliated entity, under a revolving sales agreement, which expires in
November 2004 with certain renewal options. This arrangement where HSF-I has
committed to buy all eligible loans gives CTX Mortgage daily access to HSF-Is
$1.5 billion of capacity. CTX Mortgage also maintains a $75 million committed
secured mortgage warehouse facility to finance mortgages not sold to HSF-I.
At September 30, 2001, CTX Mortgage had borrowed $29.8 million under this
facility, which has no recourse to Centex Corporation.

The various consolidated joint ventures, of which CTX Mortgage is the
managing general partner, maintain, in the aggregate, $40 million of secured
committed mortgage warehouse facilities to finance mortgages. At September 30,
2001, these joint ventures had borrowed a total of $12.2 million under these
facilities, which have no recourse to Centex Corporation or Financial Services.

Home Equity finances its inventory of mortgage loans through Harwood
Street Funding II, LLC (HSF-II), a wholly-owned entity, under a revolving
sales agreement, which expires February 2006 with certain renewal options.
This arrangement, where HSF-II has committed to finance all eligible loans,
gives Home Equity daily access to HSF-IIs $550 million of capacity. HSF-II
obtains funds through the sale of five-year subordinated notes and short-term
secured liquidity notes. At September 30, 2001, HSF-II had outstanding $27.5
million of subordinated notes and $521.5 million of secured liquidity notes.
Home Equity also has a $325 million committed secured mortgage warehouse
facility, expiring through March 2002, to finance sub-prime mortgages not
financed by HSF-II. At September 30, 2001, Home Equity had borrowed $109.0
million under this facility, which has no recourse to Centex Corporation.

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Centex Corporation and Financial Services share a $125 million uncommitted
unsecured credit facility. At September 30, 2001, CTX Mortgage had borrowed
$56.5 million, Home Equity had borrowed $62.0 million, and Centex Corporation
had no borrowings under this facility.

The United Kingdom mortgage operation maintains a £10 million ($14.5
million) uncommitted unsecured line of credit guaranteed by Centex Corporation,
expiring September 2002, under which it had borrowed £500,000 ($725,000) at
September 30, 2001.

Debt outstanding as of September 30, 2001 was as follows (dollars in
thousands):

|                        |                                                                               |                                                              |           |           |         | 
|----------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------ | --------- | --------- | ------- | 
|Non-Financial Services: |                                                                               |                                                              |           |          
|                        | Short-Term Notes Payable                                                      |                                                              | $         | 369,536   |        
|                        | Senior Debt:                                                                  |                                                              |           |           |        
|                        |                                                                               | Medium-Term Note Programs, 4.29% to 7.95%, due through 2007  |           |           | 271,000 | 
|                        |                                                                               | Long-Term Notes, 6.40% to 9.75%, due through 2011            |           |           | 614,951 | 
|                        |                                                                               | Other Indebtedness, weighted-average 5.93%, due through 2027 |           |           | 257,332 | 
|                        | Subordinated Debt:                                                            |                                                              |           |           |        
|                        |                                                                               | Subordinated Debentures, 7.38%, due in 2006                  |           |           | 99,821  | 
|                        |                                                                               | Subordinated Debentures, 8.75%, due in 2007                  |           |           | 99,602  | 
|                        |                                                                               |                                                              |           |          
|                        |                                                                               |                                                              | 1,712,242 |          
|                        |                                                                               |                                                              |           |          
|Financial Services:     |                                                                               |                                                              |           |          
|                        | Short-Term Bank Notes Payable                                                 |                                                              |           | 307,625   |        
|                        | Secured Liquidity Notes                                                       |                                                              |           | 521,533   |        
|                        | Other Short-Term Debt                                                         |                                                              |           | 257,049   |        
|                        | Home Equity Loans Asset-backed Certificates, 3.81% to 8.48%, due through 2032 |                                                              |           | 1,829,321 |        
|                        | Home Equity Loans Asset-backed Subordinated Note, 5.51% due 2006              |                                                              |           | 27,500    |        
|                        |                                                                               |                                                              |           |          
|                        |                                                                               |                                                              | 2,943,028 |          
|                        |                                                                               |                                                              |           |          
|Total                   |                                                                               | $                                                            | 4,655,270 |          
|                        |                                                                               |                                                              |           |          

Maturities of non-financial services long-term debt (in thousands), during
the next five fiscal years are: 2002, $81,733; 2003, $65,841; 2004, $248,919;
2005, $239; 2006, $324,992; and $620,982 thereafter.

Financial Services debt related to securitized residential mortgage loans
structured as collateralized borrowings was $1.9 billion at September 30, 2001.
The principal and interest on these notes are paid using the cash flow from
the underlying residential mortgage loans, which serve as collateral for the
debt. Accordingly, the timing of the principal payments on these notes is
dependent upon the payment received on the underlying residential mortgage
loans. The expected maturities of this component of long-term debt (in
thousands) based on contractual maturities adjusted for projected repayments
and prepayments of principal during the next five fiscal years are: 2002,
$226,219; 2003, $420,173; 2004, $302,027; 2005, $218,141; 2006, $192,060; and
$498,201 thereafter.



---

FORWARD-LOOKING STATEMENTS

The Managements Discussion and Analysis of Financial Condition and
Results of Operations, the Other Developments and Outlook and other sections of
this report on Form 10-Q contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities

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##### Table of Contents



Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements
may be identified by the context of the statement and generally arise when
the Company is discussing its beliefs, estimates or expectations. These
statements are not guarantees of future performance and involve a number of
risks and uncertainties. Actual results and outcomes may differ materially
from what is expressed or forecast in such forward-looking statements. The
principal risks and uncertainties that may affect the Companys actual
performance and results of operations include the following: general economic
conditions and interest rates; the cyclical and seasonal nature of the
Companys businesses; adverse weather; changes in property taxes and energy
costs; changes in federal income tax laws and federal mortgage financing
programs; governmental regulations; changes in governmental and public policy;
changes in economic conditions specific to any one or more of the Companys
markets and businesses; competition; availability of raw materials; and
unexpected operations difficulties. Other risks and uncertainties may also
affect the outcome of the Companys actual performance and results of
operations.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks related to fluctuations in interest
rates on its direct debt obligations, on mortgage loans receivable, residual
interest in mortgage securitizations, and securitizations classified as debt.
The Company utilizes derivative instruments, including interest rate swaps, in
conjunction with its overall strategy to manage the debt outstanding that is
subject to changes in interest rates. The Company utilizes forward sale
commitments to mitigate the risk associated with the majority of its mortgage
loan portfolio. Other than the forward commitments and interest rate swaps
discussed earlier, the Company does not utilize forward or option contracts on
foreign currencies or commodities, or other types of derivative financial
instruments.

There have been no material changes in the Companys market risk from
March 31, 2001. For further information regarding the Companys market risk,
refer to the Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2001.




Part II. Other Information




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

On July 19, 2001, Centex held its Annual Meeting of Stockholders. At the
Annual Meeting, Clint W. Murchison, III, Frederic M. Poses, David W. Quinn, and
Paul T. Stoffel were elected as directors to serve for a three-year term until
the 2004 Annual Meeting. Voting results for these nominees are summarized as
follows:

|                        |  |                  |  |  |         |  |  | 
|----------------------- |  | ---------------- |  |  | ------- |  |  | 
|                        |  | Number of Shares | 
|                        |  |                  | 
|                        |  | For              |  |  | Against | 
|                        |  |                  |  |  |         | 
|Clint W. Murchison, III |  | 50,186,061       |  |  | 81,960  | 
|Frederic M. Poses       |  | 50,182,044       |  |  | 85,977  | 
|David W. Quinn          |  | 50,187,980       |  |  | 80,041  | 
|Paul T. Stoffel         |  | 50,186,738       |  |  | 81,283  | 

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (1) |  | Exhibits           
| | --- |  | -------------------
|
| |     |  | None               
|
| | (2) |  | Reports on Form 8-K
|
| |     |  | None.              
|

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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 14, 2001 |  | /s/ Leldon E. Echols           
|                  |  | by Leldon E. Echols            
|                  |  | Executive Vice President and   
|                  |  | Chief Financial Officer        
|                  |  |                                
|November 14, 2001 |  | /s/ Mark A. Blinn              
|                  |  | Mark A. Blinn                  
|                  |  | Vice President  Controller and
|                  |  | Financial Strategy             
|                  |  | (chief accounting officer)     

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3333 Holding Corporation and Subsidiary
Centex Development Company, L.P. and Subsidiaries




Part I. Financial Information

Condensed Combining Financial Statements




ITEM 1.

The condensed combining financial statements include the accounts of 3333
Holding Corporation (Holding) and subsidiary and Centex Development Company,
L.P. (the Partnership) and subsidiaries (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 accounting principles generally accepted in the United States
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. The Companies suggest 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 combining 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.

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3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Statements of Operations
(Dollars in thousands, except per unit/share data)
(unaudited)

|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |   |              |   |  |   |       |  
|------------------------------------------------- |  | ---------------------------------------- | ------ | ------------ | ------------- | ---------- | ------------ | - | -------- | - |  | ------------ | ------ | ------------- | ---------- | - | ------------ | - |  | - | ----- | -
|                                                  |  |                                          |       
|                                                  |  | For the Three Months Ended September 30, |       
|                                                  |  |                                          |       
|                                                  |  | 2001                                     |        |              | 2000          |           
|                                                  |  |                                          |        |              |               |           
|                                                  |  |                                          |        |              | Centex        |            |              |   |          |   |  |              |        |               | Centex     |  
|                                                  |  |                                          |        |              | Development   |            | 3333 Holding |   |          |   |  |              |        | Development   |            |   | 3333 Holding
|                                                  |  |                                          |        |              | Company, L.P. |            | Corporation  |   |          |   |  |              |        | Company, L.P. |            |   | Corporation  |  
|                                                  |  |                                          |        |              | and           |            | and          |   |          |   |  |              |        | and           |            |   | and          |  
|                                                  |  | Combined                                 |        | Subsidiaries |               | Subsidiary |              |   | Combined |   |  | Subsidiaries |        |               | Subsidiary |  
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |  
|Revenues                                          |  | $                                        | 86,287 |              | $             | 86,287     |              | $ | 50       |   |  | $            | 70,641 |               |            | $ | 70,641       |   |  | $ |      |  
|Costs and Expenses                                |  |                                          | 82,487 |              |               | 82,450     |              |   | 87       |   |  |              | 71,416 |               |            |   | 71,298       |   |  |   | 118   |  
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |  
|Earnings (Loss) Before Income Taxes               |  |                                          | 3,800  |              |               | 3,837      |              |   | (37      | ) |  |              | (775   | )             |            |   | (657         | ) |  |   | (118  | )
|Income Taxes                                      |  |                                          | 418    |              |               | 418        |              |   |         |   |  |              | (589   | )             |            |   | (589         | ) |  |   |      |  
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |  
|Net Earnings (Loss)                               |  | $                                        | 3,382  |              | $             | 3,419      |              | $ | (37      | ) |  | $            | (186   | )             |            | $ | (68          | ) |  | $ | (118  | )
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |  
|Net Earnings (Loss) Allocable to Limited Partners |  |                                          |        |              | $             | 3,419      |              |   |          |   |  |              |        |               |            | $ | (68          | ) |  |   |       |  
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |   |              |   |  |  
|Earnings (Loss) Per Unit/Share                    |  |                                          |        |              | $             | 18.33      |              | $ | (37      | ) |  |              |        |               |            | $ | (0.96        | ) |  | $ | (118  | )
|                                                  |  |                                          |        |              |               |            |              |   |          |   |  |              |        |               |            |   |              |  
|Weighted-Average Units/Shares Outstanding         |  |                                          |        |              |               | 186,525    |              |   | 1,000    |   |  |              |        |               |            |   | 70,669       |   |  |   | 1,000 |  

See notes to condensed combining financial statements.

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3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Statements of Operations
(Dollars in thousands, except per unit/share data)
(unaudited)

|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |   |              |  |  |   |       |  
|------------------------------------------ |  | -------------------------------------- | ------- |  | ------------ | ------------- | ------- | ---------- | ------------ | - | -------- |  |  | ------------ | ------- | ------------- | ---------- | - | ------------ |  |  | - | ----- | -
|                                           |  |                                        |        
|                                           |  | For the Six Months Ended September 30, |        
|                                           |  |                                        |        
|                                           |  | 2001                                   |         |  | 2000         |              
|                                           |  |                                        |         |  |              |              
|                                           |  |                                        |         |  |              | Centex        |         |            |              |   |          |  |  |              |         |               | Centex     |  
|                                           |  |                                        |         |  |              | Development   |         |            | 3333 Holding |   |          |  |  |              |         | Development   |            |   | 3333 Holding
|                                           |  |                                        |         |  |              | Company, L.P. |         |            | Corporation  |   |          |  |  |              |         | Company, L.P. |            |   | Corporation  | 
|                                           |  |                                        |         |  |              | and           |         |            | and          |   |          |  |  |              |         | and           |            |   | and          | 
|                                           |  | Combined                               |         |  | Subsidiaries |               |         | Subsidiary |              |   | Combined |  |  | Subsidiaries |         |               | Subsidiary |  
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |  
|Revenues                                   |  | $                                      | 170,242 |  |              | $             | 169,632 |            |              | $ | 710      |  |  | $            | 141,758 |               |            | $ | 141,757      |  |  | $ | 1     |  
|Costs and Expenses                         |  |                                        | 163,076 |  |              |               | 163,005 |            |              |   | 171      |  |  |              | 141,486 |               |            |   | 141,263      |  |  |   | 223   |  
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |  
|Earnings (Loss) Before Income Taxes        |  |                                        | 7,166   |  |              |               | 6,627   |            |              |   | 539      |  |  |              | 272     |               |            |   | 494          |  |  |   | (222  | )
|Income Taxes                               |  |                                        | 709     |  |              |               | 709     |            |              |   |         |  |  |              | 57      |               |            |   | 57           |  |  |   |      |  
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |  
|Net Earnings (Loss)                        |  | $                                      | 6,457   |  |              | $             | 5,918   |            |              | $ | 539      |  |  | $            | 215     |               |            | $ | 437          |  |  | $ | (222  | )
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |  
|Net Earnings Allocable to Limited Partners |  |                                        |         |  |              | $             | 5,918   |            |              |   |          |  |  |              |         |               |            | $ | 437          |  |  |   |       |  
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |   |              |  | 
|Earnings (Loss) Per Unit/Share             |  |                                        |         |  |              | $             | 32.18   |            |              | $ | 539      |  |  |              |         |               |            | $ | 6.33         |  |  | $ | (222  | )
|                                           |  |                                        |         |  |              |               |         |            |              |   |          |  |  |              |         |               |            |   |              | 
|Weighted-Average Units/Shares Outstanding  |  |                                        |         |  |              |               | 183,899 |            |              |   | 1,000    |  |  |              |         |               |            |   | 69,022       |  |  |   | 1,000 |  

See notes to condensed combining financial statements.

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3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Balance Sheets
(Dollars in thousands)

|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |        |              |   |        |       |       | 
|------------------------------------------------------- | -------------------------- | ----------------- | ------- | ------------------- | ------- | - | ---------------- | ------------- | ------- | -------------- | ------------ | ----- | -------- | - | ------- | ------------ | ------- | ------------- | -------------- | ------ | ------------ | - | ------ | ----- | ----- | 
|                                                        |                            |                   |         |                     |        
|                                                        |                            |                   |         | September 30, 2001* |         |   | March 31, 2001** |              
|                                                        |                            |                   |         |                     |         |   |                  |              
|                                                        |                            |                   |         |                     |         |   |                  | Centex        |         |                |              |       |          |   |         |              |         |               | Centex         |       
|                                                        |                            |                   |         |                     |         |   |                  | Development   |         |                |              |       |          |   |         |              |         |               | Development    |       
|                                                        |                            |                   |         |                     |         |   |                  | Company, L.P. |         |                | 3333 Holding |       |          |   |         |              |         | Company, L.P. |                |        | 3333 Holding |  
|                                                        |                            |                   |         |                     |         |   |                  | and           |         |                | Corporation  |       |          |   |         |              |         | and           |                |        | Corporation  |  
|                                                        |                            |                   |         | Combined            |         |   | Subsidiaries     |               |         | and Subsidiary |              |       | Combined |   |         | Subsidiaries |         |               | and Subsidiary |       
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |       
|Assets                                                  |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |        |              |   |        |      
|Cash                                                    |                            | $                 | 19,226  |                     |         | $ | 19,220           |               |         | $              | 6            |       |          | $ | 3,034   |              |         | $             | 3,029          |        |              | $ | 5      |      
|Accounts Receivable                                     |                            |                   | 3,891   |                     |         |   | 8,023            |               |         |                |             |       |          |   | 10,185  |              |         |               | 15,353         |        |              |   |       |      
|Notes Receivable                                        |                            |                   | 5       |                     |         |   | 5                |               |         |                |             |       |          |   | 14      |              |         |               | 14             |        |              |   |       |      
|Inventories                                             |                            |                   | 430,919 |                     |         |   | 430,775          |               |         |                | 144          |       |          |   | 340,827 |              |         |               | 339,455        |        |              |   | 1,372  |      
|Investments -                                           |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |        |              |   |        |      
|                                                        | Commercial Properties, net |                   |         | 96,869              |         |   |                  | 96,869        |         |                |              |      |          |   |         | 83,649       |         |               |                | 83,649 |              |   |        |      |      
|                                                        | Real Estate Joint Ventures |                   |         | 7,835               |         |   |                  | 7,835         |         |                |              |      |          |   |         | 2,699        |         |               |                | 2,699  |              |   |        |      |      
|                                                        | Affiliate                  |                   |         |                    |         |   |                  |              |         |                |              | 1,716 |          |   |         |             |         |               |                |       |              |   |        | 1,716 |      
|Property and Equipment, net                             |                            |                   | 3,169   |                     |         |   | 3,169            |               |         |                |             |       |          |   | 3,391   |              |         |               | 3,331          |        |              |   | 60     |      
|Other Assets -                                          |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |        |              |   |        |      
|                                                        | Goodwill                   |                   |         | 28,755              |         |   |                  | 28,755        |         |                |              |      |          |   |         | 27,616       |         |               |                | 27,616 |              |   |        |      |      
|                                                        | Deferred Charges and Other |                   |         | 18,039              |         |   |                  | 17,939        |         |                |              | 100   |          |   |         | 13,235       |         |               |                | 13,135 |              |   |        | 100   |      
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              
|                                                        |                            | $                 | 608,708 |                     |         | $ | 612,590          |               |         | $              | 1,966        |       |          | $ | 484,650 |              |         | $             | 488,281        |        |              | $ | 3,253  |      
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              
|Liabilities, Stockholders Equity
and Partners Capital |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |               |                |        |              |   |        |      
|Accounts Payable and Accrued Liabilities                |                            | $                 | 106,647 |                     |         | $ | 107,221          |               |         | $              | 4,132        |       |          | $ | 81,536  |              |         | $             | 81,320         |        |              | $ | 5,958  |      
|Notes Payable                                           |                            |                   | 256,013 |                     |         |   | 256,013          |               |         |                |             |       |          |   | 187,301 |              |         |               | 187,301        |        |              |   |       |      
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              
|                                                        |                            | Total Liabilities |         |                     | 362,660 |   |                  |               | 363,234 |                |              |       | 4,132    |   |         |              | 268,837 |               |                |        | 268,621      |   |        |       | 5,958 | 
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              
|Stockholders Equity and Partners Capital              |                            |                   | 246,048 |                     |         |   | 249,356          |               |         |                | (2,166       | )     |          |   | 215,813 |              |         |               | 219,660        |        |              |   | (2,705 | )    
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              
|                                                        |                            | $                 | 608,708 |                     |         | $ | 612,590          |               |         | $              | 1,966        |       |          | $ | 484,650 |              |         | $             | 488,281        |        |              | $ | 3,253  |      
|                                                        |                            |                   |         |                     |         |   |                  |               |         |                |              |       |          |   |         |              |         |              

*     Unaudited.

**   Condensed from audited financial statements.

See notes to condensed combining financial statements.

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##### Table of Contents






3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Condensed Combining Statements of Cash Flows
(Dollars in thousands)
(unaudited)

|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |    | 
|---------------------------------------------------------------------------- | -------------------------------------- | - | -------------------------------------- | ----- | - | ------------ | ------------- | ----- | -------------- | ------------ | ------ | -------- |  | - | ------------ | ----- | ------------- | -------------- | ------- | ------------ | - | - | ---- | -- | 
|                                                                             |                                        |   |                                        |      
|                                                                             |                                        |   | For the
Six Months Ended September 30, |      
|                                                                             |                                        |   | 2001                                   |       |   | 2000         |              
|                                                                             |                                        |   |                                        |       |   |              |              
|                                                                             |                                        |   |                                        |       |   |              | Centex        |       |                |              |        |          |  |   |              |       |               | Centex         |         |              |   |   |     
|                                                                             |                                        |   |                                        |       |   |              | Development   |       |                |              |        |          |  |   |              |       |               | Development    |         |              |   |   |     
|                                                                             |                                        |   |                                        |       |   |              | Company, L.P. |       |                | 3333 Holding |        |          |  |   |              |       | Company, L.P. |                |         | 3333 Holding |  
|                                                                             |                                        |   |                                        |       |   |              | and           |       |                | Corporation  |        |          |  |   |              |       | and           |                |         | Corporation  |  
|                                                                             |                                        |   | Combined                               |       |   | Subsidiaries |               |       | and Subsidiary |              |        | Combined |  |   | Subsidiaries |       |               | and Subsidiary |        
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |        
|Cash Flows  Operating Activities                                            |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |   
|Net Earnings (Loss)                                                          |                                        | $ | 6,457                                  |       |   | $            | 5,918         |       |                | $            | 539    |          |  | $ | 215          |       |               | $              | 437     |              |   | $ | (222 | ) 
|Adjustments:                                                                 |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |   
|                                                                             | Depreciation and Amortization          |   |                                        | 1,939 |   |              |               | 1,939 |                |              |        |         |  |   |              | 2,433 |               |                |         | 2,413        |   |   |      | 20 | 
|                                                                             | Equity in Earnings from Joint Ventures |   |                                        | (203  | ) |              |               | (203  | )              |              |        |         |  |   |              | (168  | )             |                |         | (168         | ) |   |      |   | 
|Decrease in Receivables                                                      |                                        |   | 6,427                                  |       |   |              | 6,427         |       |                |              |       |          |  |   | 6,483        |       |               |                | 6,477   |              |   |   | 6    |   
|Decrease in Notes Receivable                                                 |                                        |   | 5                                      |       |   |              | 5             |       |                |              |       |          |  |   | 117          |       |               |                | 117     |              |   |   |     |   
|(Increase) Decrease in Inventories                                           |                                        |   | (72,974                                | )     |   |              | (74,202       | )     |                |              | 1,228  |          |  |   | (63,358      | )     |               |                | (62,741 | )            |   |   | (617 | ) 
|Increase in Commercial Properties                                            |                                        |   | (14,559                                | )     |   |              | (14,559       | )     |                |              |       |          |  |   | (5,250       | )     |               |                | (5,250  | )            |   |   |     |   
|Increase in Other Assets                                                     |                                        |   | (4,882                                 | )     |   |              | (4,882        | )     |                |              |       |          |  |   | (10,251      | )     |               |                | (10,251 | )            |   |   |     |   
|Increase (Decrease) in Payables
and Accruals                                 |                                        |   | 22,548                                 |       |   |              | 24,375        |       |                |              | (1,827 | )        |  |   | 10,056       |       |               |                | 9,256   |              |   |   | 800  |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|                                                                             |                                        |   | (55,242                                | )     |   |              | (55,182       | )     |                |              | (60    | )        |  |   | (59,723      | )     |               |                | (59,710 | )            |   |   | (13  | ) 
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Cash Flows  Investing Activities                                            |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |   
|(Increase) Decrease in Advances to
Joint Venture and Investment in
Affiliate |                                        |   | (4,933                                 | )     |   |              | (4,933        | )     |                |              |       |          |  |   | 380          |       |               |                | 380     |              |   |   |     |   
|Decrease (Increase) in Property and
Equipment, net                           |                                        |   | 141                                    |       |   |              | 80            |       |                |              | 61     |          |  |   | (180         | )     |               |                | (179    | )            |   |   | (1   | ) 
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|                                                                             |                                        |   | (4,792                                 | )     |   |              | (4,853        | )     |                |              | 61     |          |  |   | 200          |       |               |                | 201     |              |   |   | (1   | ) 
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Cash Flows  Financing Activities                                            |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |   
|Increase in Notes Payable                                                    |                                        |   | 65,310                                 |       |   |              | 65,310        |       |                |              |       |          |  |   | 9,154        |       |               |                | 9,154   |              |   |   |     |   
|Issuance of Class C Units                                                    |                                        |   | 10,500                                 |       |   |              | 10,500        |       |                |              |       |          |  |   |             |       |               |                |        |              |   |   |     |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|                                                                             |                                        |   | 75,810                                 |       |   |              | 75,810        |       |                |              |       |          |  |   | 9,154        |       |               |                | 9,154   |              |   |   |     |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Effect of Exchange Rate Changes
on Cash                                      |                                        |   | 416                                    |       |   |              | 416           |       |                |              |       |          |  |   | (1,977       | )     |               |                | (1,977  | )            |   |   |     |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Net Increase (Decrease) in Cash                                              |                                        |   | 16,192                                 |       |   |              | 16,191        |       |                |              | 1      |          |  |   | (52,346      | )     |               |                | (52,332 | )            |   |   | (14  | ) 
|Cash at Beginning of Period                                                  |                                        |   | 3,034                                  |       |   |              | 3,029         |       |                |              | 5      |          |  |   | 58,314       |       |               |                | 58,298  |              |   |   | 16   |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Cash at End of Period                                                        |                                        | $ | 19,226                                 |       |   | $            | 19,220        |       |                | $            | 6      |          |  | $ | 5,968        |       |               | $              | 5,966   |              |   | $ | 2    |   
|                                                                             |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |               
|Supplemental Disclosures:                                                    |                                        |   |                                        |       |   |              |               |       |                |              |        |          |  |   |              |       |               |                |         |              |   |   |      |   
|Issuance of Class C Units in
Exchange for Assets                             |                                        | $ | 5,274                                  |       |   | $            | 5,274         |       |                | $            |       |          |  | $ | 3,327        |       |               | $              | 3,327   |              |   | $ |     |   

See notes to condensed combining financial statements.

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##### Table of Contents






3333 Holding Corporation and Subsidiary
and Centex Development Company, L.P. and Subsidiaries
Notes to Condensed Combining Financial Statements
September 30, 2001
(Dollars in thousands)
(unaudited)

(A)In March 1987, certain subsidiaries of Centex Corporation (Centex)
contributed to Centex Development Company, L.P. (the Partnership), a
newly-formed master limited partnership, properties in exchange for 1,000 Class
A limited partnership units (Class A Units) which were later converted to
32,260 new Class A Units. The Partnership was formed to enable the
stockholders of Centex to participate in long-term real estate development
projects, the dynamics of which are inconsistent with Centexs traditional
financial objectives.

The Partnership is managed by its general partner, 3333 Development
Corporation (Development), which is wholly-owned by 3333 Holding Corporation
(Holding), a separate public company whose stock trades in tandem with
Centexs common stock. The common stock of Holding was distributed as a
dividend to Centex stockholders in 1987, together with warrants (Warrants) to
purchase approximately 80% of the Partnerships Class B limited partnership
units (Class B Units). These securities are held by a nominee on behalf of
the stockholders and will trade in tandem with the common stock of Centex until
such time as they are detached. The securities may be detached at any time by
Centexs Board of Directors, but the Warrants will automatically become
detached in November 2007.

Three of the four Board members of Holding elected by stockholders of
Centex are independent outside directors who are not directors, affiliates, or
employees of Centex. Thus, through Holding, the stockholders of Centex control
the general partner of the Partnership. The general partner and the
independent Board of Holding manage how the Partnership conducts its
activities, including the acquisition, development, maintenance, operation,
sale of properties, and other business transactions. The limited partners
cannot remove the general partner.

During fiscal 1998, the agreement governing the Partnership was amended to
allow for the issuance of Class C limited partnership units (Class C Units).
As of September 30, 2001, 196,968 Class C Units had been issued to Centex in
exchange for assets, including cash and land, with a fair market value of
$197.0 million. These assets were recorded by the Partnership at fair market
value. The partnership agreement provides that Centex, as the Class A and
Class C limited partner, is entitled to a cumulative preferred return of 9% per
annum on the average outstanding balance of its Unrecovered Capital, which is
defined as its capital contributions, adjusted for cash or other distributions
representing return of capital contributions. As of September 30, 2001,
Unrecovered Capital totaled $229.7 million, and preference payments in arrears
amounted to $31.0 million. No preference payments have been made since fiscal
1998.

See Note (C) to the condensed consolidated financial statements of Centex
included elsewhere in this Report for supplementary condensed combined
financial statements for Centex and subsidiaries, Holding and subsidiary, and
the Partnership and subsidiaries.

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(B)During the quarter ended September 30, 2001, the Partnership issued 11,257
Class C Units to Centex Homes in exchange for assets with a fair market value
of $11.3 million.

During the quarter ended September 30, 2001, the Partnership sold 59
residential lots in Allen, Texas, to Centex Homes for $0.25 million.

(C)A summary of comprehensive income for the three and six months ended
September 30, 2001 is presented below:

|                                        |                                          |   |                            |       |  |                          |        |       | 
|--------------------------------------- | ---------------------------------------- | - | -------------------------- | ----- |  | ------------------------ | ------ | ----- | 
|                                        |                                          |   |                            |       |  |                          |       
|                                        |                                          |   | For the Three Months Ended |       |  | For the Six Months Ended |       
|                                        |                                          |   | September 30, 2001         |       |  | September 30, 2001       |       
|                                        |                                          |   |                            |       |  |                          |       
|Net Earnings                            |                                          | $ | 3,382                      |       |  | $                        | 6,457  |      
|Accumulated Other Comprehensive Income: |                                          |   |                            |       |  |                          |        |      
|                                        | Foreign Currency Translation Adjustments |   |                            | 7,450 |  |                          |        | 8,004 | 
|                                        |                                          |   |                            |       |  |                         
|Comprehensive Income                    |                                          | $ | 10,832                     |       |  | $                        | 14,461 |      
|                                        |                                          |   |                            |       |  |                         

(D)A summary of changes in stockholders equity and partners capital is
presented below:

|                              |                                                 |                                          |         |          |       |   |          |                             |   |         |                          |   |         |           |         |          |       |   |           |           |            |           |          |          |   |   |        |     |   | 
|----------------------------- | ----------------------------------------------- | ---------------------------------------- | ------- | -------- | ----- | - | -------- | --------------------------- | - | ------- | ------------------------ | - | ------- | --------- | ------- | -------- | ----- | - | --------- | --------- | ---------- | --------- | -------- | -------- | - | - | ------ | --- | - | 
|                              |                                                 |                                          |         |         
|                              |                                                 |                                          |         |          |       |   |          | Centex Development Company, |   |         | 3333 Holding Corporation |  
|                              |                                                 |                                          |         |          |       |   |          | L.P. and Subsidiaries       |   |         | and Subsidiary           |  
|                              |                                                 |                                          |         |          |       |   |          |                             |   |         |                          |  
|                              |                                                 |                                          |         |          |       |   |          | Class B                     |   |         | General                  |   |         | Limited   |         |          |       |   |           |           | Capital in |           |          | Retained |  
|                              |                                                 |                                          |         |          |       |   |          | Unit                        |   |         | Partners                |   |         | Partners |         |          | Stock |   |           | Excess of |            |           | Earnings |         
|                              |                                                 |                                          |         | Combined |       |   | Warrants |                             |   | Capital |                          |   | Capital |           |         | Warrants |       |   | Par Value |           |            | (Deficit) |         
|                              |                                                 |                                          |         |          |       |   |          |                             |   |         |                          |   |         |           |         |          |       |   |           |           |            |           |         
|Balance at March 31, 2001     |                                                 | $                                        | 215,813 |          |       | $ | 500      |                             |   | $       | 1,142                    |   |         | $         | 218,018 |          |       | $ | 1         |           |            | $         | 800      |          |   | $ | (3,506 | )  
|                              | Partnership Units Issued in
Exchange for Assets |                                          |         | 15,774   |       |   |          |                            |   |         |                          |  |         |           |         | 15,774   |       |   |           |          |            |           |          |         |   |   |        |    |  
|                              | Net Earnings                                    |                                          |         | 6,457    |       |   |          |                            |   |         |                          |  |         |           |         | 5,918    |       |   |           |          |            |           |          |         |   |   |        | 539 |  
|                              | Accumulated Other
Comprehensive Income:         |                                          |         |          |       |   |          |                             |   |         |                          |   |         |           |         |          |       |   |           |           |            |           |          |          |   |   |        |     |  
|                              |                                                 | Foreign Currency
Translation Adjustments |         |          | 8,004 |   |          |                             |  |         |                          |   |        |           |         |          | 8,004 |   |           |           |           |           |          |          |  |   |        |     |  | 
|                              |                                                 |                                          |         |          |       |   |          |                             |   |         |                          |   |         |           |         |          |       |   |           |           |           
|Balance at September 30, 2001 |                                                 | $                                        | 246,048 |          |       | $ | 500      |                             |   | $       | 1,142                    |   |         | $         | 247,714 |          |       | $ | 1         |           |            | $         | 800      |          |   | $ | (2,967 | )  
|                              |                                                 |                                          |         |          |       |   |          |                             |   |         |                          |   |         |           |         |          |       |   |           |           |           

(E)In April 1999, Centex Development Company UK Limited (CDCUK), a United
Kingdom company and a wholly-owned subsidiary, acquired Fairclough with the
purchase price paid by the delivery of non-interest-bearing promissory notes.
On March 31, 2001, CDCUK repaid in full (less the holdback described below) the
promissory notes from a combination of bank borrowings, equity contributions to
CDCUK from the Partnership, and a loan to CDCUK from the Partnership. CDCUK
has retained a $7.1 million holdback relative to CDCUK exercising its right of
offset for asserted breaches of representations and warranties by the seller
under the share purchase agreement.

(F)The Companies operate in four principal business segments: International
Home Building, Commercial Development, Multi-Family Communities (formerly known
as Multi-Family Development), and Corporate-Other (formerly known as Land Sales
and Other). All of the segments operate in the United States except for
International Home Building, which acquires and develops residential properties
and constructs single and multi-family housing units in the United Kingdom.

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##### Table of Contents



In prior years, the Companies operated a Domestic Home Building segment
which was sold in fiscal year 2001 to Centex Homes. The Domestic Home Building
segment had revenues of $8.3 million and $11.7 million, respectively, and
operating earnings of $581 thousand and $585 thousand, respectively, for the
three and six months ended September 30, 2000.

The following tables set forth financial information relating to the
business segments for the three and six months ended September 30, 2001 and
2000.

INTERNATIONAL HOME BUILDING

|                                           |  |                            |         |   |      |   |         |  
|------------------------------------------ |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                           |  |                            |        
|                                           |  | For the Three Months Ended |        
|                                           |  | September 30,              |        
|                                           |  |                            |        
|                                           |  | 2001                       |         |   | 2000 |  
|                                           |  |                            |         |   |      |  
|Revenues                                   |  | $                          | 68,376  |   |      | $ | 59,702  |  
|Cost of Sales                              |  |                            | (58,378 | ) |      |   | (53,270 | )
|Selling, General & Administrative Expenses |  |                            | (5,816  | ) |      |   | (5,524  | )
|Interest                                   |  |                            | (971    | ) |      |   | (1,760  | )
|                                           |  |                            |         |   |      |  
|Operating Earnings (Loss)                  |  | $                          | 3,211   |   |      | $ | (852    | )
|                                           |  |                            |         |   |      |  

|                                           |  |                          |          |   |      |   |          |  
|------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | -------- | -
|                                           |  |                          |         
|                                           |  | For the Six Months Ended |         
|                                           |  | September 30,            |         
|                                           |  |                          |         
|                                           |  | 2001                     |          |   | 2000 |  
|                                           |  |                          |          |   |      |  
|Revenues                                   |  | $                        | 124,539  |   |      | $ | 123,874  |  
|Cost of Sales                              |  |                          | (106,579 | ) |      |   | (108,591 | )
|Selling, General & Administrative Expenses |  |                          | (11,405  | ) |      |   | (11,184  | )
|Interest                                   |  |                          | (971     | ) |      |   | (4,296   | )
|                                           |  |                          |          |   |      |  
|Operating Earnings (Loss)                  |  | $                        | 5,584    |   |      | $ | (197     | )
|                                           |  |                          |          |   |      |  

COMMERCIAL DEVELOPMENT

|                                           |  |                            |         |   |      |   |        |  
|------------------------------------------ |  | -------------------------- | ------- | - | ---- | - | ------ | -
|                                           |  |                            |        
|                                           |  | For the Three Months Ended |        
|                                           |  | September 30,              |        
|                                           |  |                            |        
|                                           |  | 2001                       |         |   | 2000 |  
|                                           |  |                            |         |   |      |  
|Sales Revenues                             |  | $                          | 12,502  |   |      | $ |       |  
|Rental Income and Other                    |  |                            | 4,699   |   |      |   | 2,538  |  
|Cost of Sales                              |  |                            | (11,330 | ) |      |   |       |  
|Selling, General & Administrative Expenses |  |                            | (1,661  | ) |      |   | (959   | )
|Interest                                   |  |                            | (1,666  | ) |      |   | (1,018 | )
|                                           |  |                            |         |   |      |  
|Operating Earnings Before Depreciation     |  |                            | 2,544   |   |      |   | 561    |  
|Depreciation                               |  |                            | (913    | ) |      |   | (495   | )
|                                           |  |                            |         |   |      |  
|Operating Earnings                         |  | $                          | 1,631   |   |      | $ | 66     |  
|                                           |  |                            |         |   |      |  

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|                                           |  |                          |         |   |      |   |        |  
|------------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                           |  |                          |        
|                                           |  | For the Six Months Ended |        
|                                           |  | September 30,            |        
|                                           |  |                          |        
|                                           |  | 2001                     |         |   | 2000 |  
|                                           |  |                          |         |   |      |  
|Sales Revenues                             |  | $                        | 12,502  |   |      | $ |       |  
|Rental Income and Other                    |  |                          | 8,809   |   |      |   | 4,918  |  
|Cost of Sales                              |  |                          | (11,177 | ) |      |   |       |  
|Selling, General & Administrative Expenses |  |                          | (3,428  | ) |      |   | (1,978 | )
|Interest                                   |  |                          | (3,257  | ) |      |   | (2,025 | )
|                                           |  |                          |         |   |      |  
|Operating Earnings Before Depreciation     |  |                          | 3,449   |   |      |   | 915    |  
|Depreciation                               |  |                          | (1,664  | ) |      |   | (957   | )
|                                           |  |                          |         |   |      |  
|Operating Earnings (Loss)                  |  | $                        | 1,785   |   |      | $ | (42    | )
|                                           |  |                          |         |   |      |  

MULTI-FAMILY COMMUNITIES

|                                           |  |                            |      |   |      |   |      |  
|------------------------------------------ |  | -------------------------- | ---- | - | ---- | - | ---- | -
|                                           |  |                            |     
|                                           |  | For the Three Months Ended |     
|                                           |  | September 30,              |     
|                                           |  |                            |     
|                                           |  | 2001                       |      |   | 2000 |  
|                                           |  |                            |      |   |      |  
|Revenues                                   |  | $                          |     |   |      | $ | 4    |  
|Cost of Sales                              |  |                            |     |   |      |   |     |  
|Selling, General & Administrative Expenses |  |                            | (645 | ) |      |   | (555 | )
|                                           |  |                            |      |   |      |  
|Operating Loss                             |  | $                          | (645 | ) |      | $ | (551 | )
|                                           |  |                            |      |   |      |  

|                                           |  |                          |         |   |      |   |        |  
|------------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                           |  |                          |        
|                                           |  | For the Six Months Ended |        
|                                           |  | September 30,            |        
|                                           |  |                          |        
|                                           |  | 2001                     |         |   | 2000 |  
|                                           |  |                          |         |   |      |  
|Revenues                                   |  | $                        | 23,621  |   |      | $ | 1,008  |  
|Cost of Sales                              |  |                          | (21,682 | ) |      |   |       |  
|Selling, General & Administrative Expenses |  |                          | (1,204  | ) |      |   | (1,031 | )
|                                           |  |                          |         |   |      |  
|Operating Earnings (Loss)                  |  | $                        | 735     |   |      | $ | (23    | )
|                                           |  |                          |         |   |      |  

CORPORATE-OTHER

|                                           |  |                            |      |   |      |   |      |  
|------------------------------------------ |  | -------------------------- | ---- | - | ---- | - | ---- | -
|                                           |  |                            |     
|                                           |  | For the Three Months Ended |     
|                                           |  | September 30,              |     
|                                           |  |                            |     
|                                           |  | 2001                       |      |   | 2000 |  
|                                           |  |                            |      |   |      |  
|Revenues                                   |  | $                          | 710  |   |      | $ | 144  |  
|Cost of Sales                              |  |                            | (707 | ) |      |   |     |  
|Selling, General & Administrative Expenses |  |                            | (400 | ) |      |   | (163 | )
|                                           |  |                            |      |   |      |  
|Operating Loss                             |  | $                          | (397 | ) |      | $ | (19  | )
|                                           |  |                            |      |   |      |  

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|                                           |  |                          |        |   |      |   |      |  
|------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ---- | -
|                                           |  |                          |       
|                                           |  | For the Six Months Ended |       
|                                           |  | September 30,            |       
|                                           |  |                          |       
|                                           |  | 2001                     |        |   | 2000 |  
|                                           |  |                          |        |   |      |  
|Revenues                                   |  | $                        | 771    |   |      | $ | 259  |  
|Cost of Sales                              |  |                          | (707   | ) |      |   |     |  
|Selling, General & Administrative Expenses |  |                          | (1,002 | ) |      |   | (310 | )
|                                           |  |                          |        |   |      |  
|Operating Loss                             |  | $                        | (938   | ) |      | $ | (51  | )
|                                           |  |                          |        |   |      |  

(G)The Companies have adopted, effective April 1, 2001, SFAS No. 142,
Goodwill and Other Intangible Assets, which provides that intangible assets,
including goodwill, that are not subject to amortization must be tested for
impairment annually at the reporting unit level using a two-step impairment
assessment. Impairment testing must be performed more frequently if events or
changes in circumstances indicate that the asset might be impaired. The
Companies have completed the first step, which tests for potential impairment
by determining whether the carrying amount of a reporting unit exceeds its fair
value, and have determined that there is no impairment.

The pro forma adoption of SFAS No. 142 for the three and six month periods
ended September 30, 2000, which included amortization of goodwill, would have
resulted in an increase in net earnings of $673 thousand and $962 thousand,
respectively, and an increase of $9.52 and $13.94 in earnings per unit.
Identifiable intangible assets, other than goodwill, are immaterial. Goodwill
was $28.8 million at September 30, 2001 and $27.6 million at March 31, 2001.
The increase relates to the impact of foreign currency translation.

(H)Certain prior year balances have been reclassified to be consistent with
the September 30, 2001 presentation.

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

RESULTS OF OPERATIONS

On a combined basis, the Companies revenues were $86.3 million for the
three months ended September 30, 2001, a 22.2% increase over $70.6 million for
the same period last year; operating earnings were $3.8 million, a significant
increase over operating losses of $775,000 for the same period last year; and
net earnings were $3.38 million, a significant increase over net losses of
$186,000 for the same period last year.

On a combined basis, the Companies revenues were $170.2 million for the
six months ended September 30, 2001, a 20.0% increase over $141.8 million for
the same period last year; operating earnings were $7.2 million, a significant
increase over operating earnings of $272,000 for the same period last year; and
net earnings were $6.5 million, a significant increase over net losses of
$215,000 for the same period last year.

INTERNATIONAL HOME BUILDING

The following summarizes International Home Buildings results for the
three and six months ended September 30, 2001 compared to the same periods last
year (dollars in thousands, except per unit data):

|                                              |          |   |                                          |       |   |  |       |    |      |  |   |         |       |    |         |       |    |  |  |  | 
|--------------------------------------------- | -------- | - | ---------------------------------------- | ----- | - |  | ----- | -- | ---- |  | - | ------- | ----- | -- | ------- | ----- | -- |  |  |  | 
|                                              |          |   |                                         
|                                              |          |   | For the Three Months Ended September 30,
|                                              |          |   |                                         
|                                              |          |   | 2001                                     |       |   |  |       |    | 2000
|                                              |          |   |                                          |       |   |  |       |    |     
|Revenues  Home Building                      |          | $ | 64,578                                   |       |   |  | 94.4  | %  |      |  | $ | 59,702  |       |    |         | 100.0 | % 
|Revenues  Land Sales & Other                 |          |   | 3,798                                    |       |   |  | 5.6   | %  |      |  |   |        |       |    |         | 0.0   | % 
|Cost of Sales  Home Building                 |          |   | (55,358                                  | )     |   |  | (81.0 | )% |      |  |   | (53,270 | )     |    |         | (89.2 | )%
|Cost of Sales  Land Sales                    |          |   | (3,020                                   | )     |   |  | (4.4  | )% |      |  |   |        |       |    |         | (0.0  | )%
|General & Administrative Expenses             |          |   | (5,816                                   | )     |   |  | (8.5  | )% |      |  |   | (5,524  | )     |    |         | (9.3  | )%
|                                              |          |   |                                          |       |   |  |       |    |      |  |   |         |      
|Operating Earnings Before Interest            |          |   | 4,182                                    |       |   |  | 6.1   | %  |      |  |   | 908     |       |    |         | 1.5   | % 
|Interest                                      |          |   | (971                                     | )     |   |  | (1.4  | )% |      |  |   | (1,760  | )     |    |         | (2.9  | )%
|                                              |          |   |                                          |       |   |  |       |    |      |  |   |         |      
|Operating Earnings (Loss) Before Taxes        |          | $ | 3,211                                    |       |   |  | 4.7   | %  |      |  | $ | (852    | )     |    |         | (1.4  | )%
|                                              |          |   |                                          |       |   |  |       |    |      |  |   |         |      
|Units Closed                                  |          |   | 315                                      |       |   |  |       |    |      |  |   |         |       |    | 298     |      
|                                              | % Change |   |                                          | 5.7   | % |  |       |    |      |  |   |         | (17.5 | )% |         |       |    | 
|Unit Sales Price                              |          | $ | 205,010                                  |       |   |  |       |    |      |  |   |         |       | $  | 200,342 |      
|                                              | % Change |   |                                          | 2.3   | % |  |       |    |      |  |   |         |       |    |         | 7.1   | % 
|Operating Earnings Per Unit (Before
Interest) |          | $ | 13,276                                   |       |   |  |       |    |      |  |   |         |       | $  | 3,047   |      
|                                              | % Change |   |                                          | 335.7 | % |  |       |    |      |  |   |         | (61.3 | )% |         |       |    | 

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|                                              |          |   |                                        |      |    |  |       |    |      |  |   |          |       |    |  |       |    |  |  |  | 
|--------------------------------------------- | -------- | - | -------------------------------------- | ---- | -- |  | ----- | -- | ---- |  | - | -------- | ----- | -- |  | ----- | -- |  |  |  | 
|                                              |          |   |                                       
|                                              |          |   | For the Six Months Ended September 30,
|                                              |          |   |                                       
|                                              |          |   | 2001                                   |      |    |  |       |    | 2000
|                                              |          |   |                                        |      |    |  |       |    |     
|Revenues  Home Building                      |          | $ | 120,741                                |      |    |  | 97.0  | %  |      |  | $ | 123,874  |       |    |  | 100.0 | % 
|Revenues  Land Sales & Other                 |          |   | 3,798                                  |      |    |  | 3.0   | %  |      |  |   |         |       |    |  | 0.0   | % 
|Cost of Sales  Home Building                 |          |   | (103,559                               | )    |    |  | (83.1 | )% |      |  |   | (108,591 | )     |    |  | (87.7 | )%
|Cost of Sales  Land Sales                    |          |   | (3,020                                 | )    |    |  | (2.4  | )% |      |  |   |         |       |    |  | (0.0  | )%
|General & Administrative Expenses             |          |   | (11,405                                | )    |    |  | (9.2  | )% |      |  |   | (11,184  | )     |    |  | (9.0  | )%
|                                              |          |   |                                        |      |    |  |       |    |      |  |   |          |      
|Operating Earnings Before Interest            |          |   | 6,555                                  |      |    |  | 5.3   | %  |      |  |   | 4,099    |       |    |  | 3.3   | % 
|Interest                                      |          |   | (971                                   | )    |    |  | (0.8  | )% |      |  |   | (4,296   | )     |    |  | (3.5  | )%
|                                              |          |   |                                        |      |    |  |       |    |      |  |   |          |      
|Operating Earnings (Loss) Before Taxes        |          | $ | 5,584                                  |      |    |  | 4.5   | %  |      |  | $ | (197     | )     |    |  | (0.2  | )%
|                                              |          |   |                                        |      |    |  |       |    |      |  |   |          |      
|Units Closed                                  |          |   | 614                                    |      |    |  |       |    |      |  |   | 598      |       |    |  |       |   
|                                              | % Change |   |                                        | 2.7  | %  |  |       |    |      |  |   |          | (22.3 | )% |  |       |    | 
|Unit Sales Price                              |          | $ | 196,647                                |      |    |  |       |    |      |  | $ | 207,147  |       |    |  |       |   
|                                              | % Change |   |                                        | (5.1 | )% |  |       |    |      |  |   |          | 16.4  | %  |  |       |    | 
|Operating Earnings Per Unit (Before
Interest) |          | $ | 10,676                                 |      |    |  |       |    |      |  | $ | 6,855    |       |    |  |       |   
|                                              | % Change |   |                                        | 55.7 | %  |  |       |    |      |  |   |          | (13.6 | )% |  |       |    | 

The increase in International Home Building revenues for the three months
ended September 30, 2001 is attributable to a higher per-unit sales price and
an increase in the number of units sold compared to the same period last year,
offset by a reduction in the average exchange rate used for foreign currency
translation. The decrease in home building revenues for the six months ended
September 30, 2001 is attributable to a lower per-unit sales price resulting
from an increase in the number of lower-price units sold compared to the same
period last year, and an increase in the number of units sold, offset by a
reduction in the average exchange rate used for foreign currency translation.
Revenues from land sales also increased for the three and six months ended
September 30, 2001 as compared to the same periods last year as the result of a
sale of a portion of International Home Buildings interest in a Yorkshire
development.

Interest expense for the three and six months ended September 30, 2001
represents interest expense incurred on bank debt, reduced by capitalized
external interest expense of $1.87 million. Interest expense for the same
periods last year represents preferred distributions due to the seller in
connection with preference shares issued at acquisition, which entitled the
seller to receive substantially all of the net after-tax earnings of Fairclough
until March 31, 2001. Although preferred stock is ordinarily treated as an
equity security, in this case the preference shares had the essential
characteristics of debt and, among other things, had a nominal residual
interest value that was subject to redemption. Therefore, the preference
shares were treated as debt and the preferred distributions were recorded as
interest expense.

For the three and six months ended September 30, 2001, home sales (orders)
totaled 348 and 724 units, respectively, as compared to 280 and 608 units for
the same periods last year. The backlog of homes sold but not closed as of
September 30, 2001 was 446 units, as compared to 432 units at September 30,
2000.

International Home Building, whose functional currency is the British
pound sterling, translates its operating results into U.S. dollars using the
average exchange rate for the period. For the three months ended September 30,
2001 and 2000, respectively, the average exchange rate used for translation was
1.44 and 1.48, representing a decrease of 2.7%. For the six months ended
September 30, 2001 and 2000, respectively, the average exchange rate used for
translation was 1.43 and 1.54, representing a decrease of 7.1%.

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DOMESTIC HOME BUILDING

Results for the Domestic Home Building segment for the three and six
months ended September 30, 2000, were revenues of $8.3 million and $11.7
million, respectively, and operating earnings of $581,000 and
$585,000, respectively. On March 31, 2001, the Partnership sold its Domestic
Home Building segment to Centex Homes.

COMMERCIAL DEVELOPMENT

The following summarizes Commercial Developments results for the three
and six months ended September 30, 2001, compared to the same periods last year
(dollars and square feet in thousands):

|                                              |  |                            |         |   |      |   |        |  
|--------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------ | -
|                                              |  |                            |        
|                                              |  | For the Three Months Ended |        
|                                              |  | September 30,              |        
|                                              |  |                            |        
|                                              |  | 2001                       |         |   | 2000 |  
|                                              |  |                            |         |   |      |  
|Sales Revenues                                |  | $                          | 12,502  |   |      | $ |       |  
|Rental Income and Other                       |  |                            | 4,699   |   |      |   | 2,538  |  
|Cost of Sales                                 |  |                            | (11,330 | ) |      |   |       |  
|Selling, General & Administrative Expenses    |  |                            | (1,661  | ) |      |   | (959   | )
|Interest Expense                              |  |                            | (1,666  | ) |      |   | (1,018 | )
|                                              |  |                            |         |   |      |  
|Operating Earnings Before Depreciation        |  |                            | 2,544   |   |      |   | 561    |  
|Depreciation                                  |  |                            | (913    | ) |      |   | (495   | )
|                                              |  |                            |         |   |      |  
|Operating Earnings                            |  | $                          | 1,631   |   |      | $ | 66     |  
|                                              |  |                            |         |   |      |  
|Rentable Square Feet for Operating Properties |  |                            | 1,754   |   |      |   | 1,104  |  
|                                              |  |                            |         |   |      |  

|                                              |  |                          |         |   |      |   |        |  
|--------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                              |  |                          |        
|                                              |  | For the Six Months Ended |        
|                                              |  | September 30,            |        
|                                              |  |                          |        
|                                              |  | 2001                     |         |   | 2000 |  
|                                              |  |                          |         |   |      |  
|Sales Revenues                                |  | $                        | 12,502  |   |      | $ |       |  
|Rental Income and Other                       |  |                          | 8,809   |   |      |   | 4,918  |  
|Cost of Sales                                 |  |                          | (11,177 | ) |      |   |       |  
|Selling, General & Administrative Expenses    |  |                          | (3,428  | ) |      |   | (1,978 | )
|Interest Expense                              |  |                          | (3,257  | ) |      |   | (2,025 | )
|                                              |  |                          |         |   |      |  
|Operating Earnings Before Depreciation        |  |                          | 3,449   |   |      |   | 915    |  
|Depreciation                                  |  |                          | (1,664  | ) |      |   | (957   | )
|                                              |  |                          |         |   |      |  
|Operating Earnings (Loss)                     |  | $                        | 1,785   |   |      | $ | (42    | )
|                                              |  |                          |         |   |      |  
|Rentable Square Feet for Operating Properties |  |                          | 1,754   |   |      |   | 1,104  |  
|                                              |  |                          |         |   |      |  

As detailed below, at September 30, 2001, Commercial Development owned,
either directly or through interests in joint ventures, 1,754,000 square feet
of industrial, office and medical office space in California, Florida,
Massachusetts, North Carolina and Texas, and interests in projects under
development totaling 1,121,000 square feet of industrial, manufacturing,
office, medical office and retail space in Arizona, California, Florida,
Michigan, Mississippi, North Carolina and Texas.

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Sales Revenues and Cost of Sales for the three and six months ended
September 30, 2001, increased as a result of the sale of two industrial
projects and the sale of approximately two acres of land. Rental income for
the three and six months ended September 30, 2001, increased as a result of an
increase in the number of operating properties and an increase in the weighted
average portfolio occupancy. General and Administrative Expenses, Interest
Expense and Depreciation for the three and six months ended September 30, 2001,
increased as a result of an increase in the number of operating properties.

Operating Properties

|                      |  |                    |       |  |                    |  |       |            |  |  |           |  |  |  |        | 
|--------------------- |  | ------------------ | ----- |  | ------------------ |  | ----- | ---------- |  |  | --------- |  |  |  | ------ | 
|                      |  |                    |       |  |                    | 
|                      |  | September 30, 2001 |       |  | September 30, 2000 | 
|                      |  |                    |       |  |                    | 
|                      |  | (000s)            |       |  | Weighted           |  |       | (000s)    |  |  | Weighted  | 
|                      |  | Rentable           |       |  | Average            |  |       | Rentable   |  |  | Average   | 
|                      |  | Square Ft.         |       |  | Occupancy          |  |       | Square Ft. |  |  | Occupancy | 
|                      |  |                    |       |  |                    |  |       |            |  |  |           | 
|Industrial            |  |                    | 1,269 |  |                    |  | 97.0% |            |  |  | 659       |  |  |  | 80.3%  | 
|Office/Medical Office |  |                    | 485   |  |                    |  | 96.9% |            |  |  | 445       |  |  |  | 100.0% | 
|                      |  |                    |       |  |                    |  |       |            |  |  |           |  |  | 
|                      |  |                    | 1,754 |  |                    |  | 97.0% |            |  |  | 1,104     |  |  |  | 88.2%  | 
|                      |  |                    |       |  |                    |  |       |            |  |  |           |  |  | 

Projects Under Development

|                         |  |            |       |  |  |  |  |  |            |  |     |  |  |  |  | 
|------------------------ |  | ---------- | ----- |  |  |  |  |  | ---------- |  | --- |  |  |  |  | 
|                         |  | (000s)    |       |  |  |  |  |  | (000s)    |  |     |  |  | 
|                         |  | Rentable   |       |  |  |  |  |  | Rentable   |  |     |  |  | 
|                         |  | Square Ft. |       |  |  |  |  |  | Square Ft. |  |     |  |  | 
|                         |  |            |       |  |  |  |  |  |            |  |     |  |  | 
|Industrial/Manufacturing |  |            | 869   |  |  |  |  |  |            |  | 864 |  |  |  |  | 
|Office/Medical Office    |  |            | 116   |  |  |  |  |  |            |  | 88  |  |  |  |  | 
|Retail                   |  |            | 136   |  |  |  |  |  |            |  |    |  |  |  |  | 
|                         |  |            |       |  |  |  |  |  |            |  |     |  |  | 
|                         |  |            | 1,121 |  |  |  |  |  |            |  | 952 |  |  |  |  | 
|                         |  |            |       |  |  |  |  |  |            |  |     |  |  | 

MULTI-FAMILY COMMUNITIES

The following summarizes Multi-Family Communities (Multi-Family)
results for the three and six months ended September 30, 2001, compared to the
same periods last year (dollars in thousands):

|                                           |  |                            |      |   |      |   |      |  
|------------------------------------------ |  | -------------------------- | ---- | - | ---- | - | ---- | -
|                                           |  |                            |     
|                                           |  | For the Three Months Ended |     
|                                           |  | September 30,              |     
|                                           |  |                            |     
|                                           |  | 2001                       |      |   | 2000 |  
|                                           |  |                            |      |   |      |  
|Revenues                                   |  | $                          |     |   |      | $ | 4    |  
|Cost of Sales                              |  |                            |     |   |      |   |     |  
|Selling, General & Administrative Expenses |  |                            | (645 | ) |      |   | (555 | )
|                                           |  |                            |      |   |      |  
|Operating Loss                             |  | $                          | (645 | ) |      | $ | (551 | )
|                                           |  |                            |      |   |      |  

|                                           |  |                          |         |   |      |   |        |  
|------------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                           |  |                          |        
|                                           |  | For the Six Months Ended |        
|                                           |  | September 30,            |        
|                                           |  |                          |        
|                                           |  | 2001                     |         |   | 2000 |  
|                                           |  |                          |         |   |      |  
|Revenues                                   |  | $                        | 23,621  |   |      | $ | 1,008  |  
|Cost of Sales                              |  |                          | (21,682 | ) |      |   |       |  
|Selling, General & Administrative Expenses |  |                          | (1,204  | ) |      |   | (1,031 | )
|                                           |  |                          |         |   |      |  
|Operating Earnings (Loss)                  |  | $                        | 735     |   |      | $ | (23    | )
|                                           |  |                          |         |   |      |  

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During the six months ended September 30, 2001, Multi-Family closed on the
sale of a 400-unit apartment complex in Grand Prairie, Texas. During the six
months ended September 30, 2000, Multi-Family closed on the sale of a 182-unit
apartment complex in College Station, Texas through a joint venture in which
Multi-Family had an interest.

CORPORATE-OTHER

The following summarizes Corporate-Others results for the three and six
months ended September 30, 2001, compared to the same periods last year
(dollars in thousands):

|                                           |  |                            |      |   |      |   |      |  
|------------------------------------------ |  | -------------------------- | ---- | - | ---- | - | ---- | -
|                                           |  |                            |     
|                                           |  | For the Three Months Ended |     
|                                           |  | September 30,              |     
|                                           |  |                            |     
|                                           |  | 2001                       |      |   | 2000 |  
|                                           |  |                            |      |   |      |  
|Revenues                                   |  | $                          | 710  |   |      | $ | 144  |  
|Cost of Sales                              |  |                            | (707 | ) |      |   |     |  
|Selling, General & Administrative Expenses |  |                            | (400 | ) |      |   | (163 | )
|                                           |  |                            |      |   |      |  
|Operating Loss                             |  | $                          | (397 | ) |      | $ | (19  | )
|                                           |  |                            |      |   |      |  

|                                           |  |                          |        |   |      |   |      |  
|------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ---- | -
|                                           |  |                          |       
|                                           |  | For the Six Months Ended |       
|                                           |  | September 30,            |       
|                                           |  |                          |       
|                                           |  | 2001                     |        |   | 2000 |  
|                                           |  |                          |        |   |      |  
|Revenues                                   |  | $                        | 771    |   |      | $ | 259  |  
|Cost of Sales                              |  |                          | (707   | ) |      |   |     |  
|Selling, General & Administrative Expenses |  |                          | (1,002 | ) |      |   | (310 | )
|                                           |  |                          |        |   |      |  
|Operating Loss                             |  | $                        | (938   | ) |      | $ | (51  | )
|                                           |  |                          |        |   |      |  

The Corporate-Other (formerly known as Land Sales and Other) segment is
involved in the acquisition and disposition of land and other assets of the
Partnership not identified with another business segment. For the three months
ended September 30, 2001 and 2000, revenues included $0 and
$98,000 from
earnings in joint ventures, respectively, and $55,000 and $46,000 in
interest income, respectively. For the six months ended September 30, 2001 and
2000, revenues included $655,000 and $0 in sales revenues, $0 and $145,000 from earnings in joint ventures, respectively, and $116,000 and $114,000
 in interest income, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Companies finance land acquisition and development activities
primarily from financial institution borrowings, equity contributions from
third-party investors in project-specific joint ventures, seller financing,
issuance of Class C limited partnership units to Centex affiliates, and cash
flow from operations (comprised largely of proceeds from the sale of real
estate).

Properties under development are typically financed through short-term
variable and fixed-rate secured construction loans, and to a limited extent
depending on the timing of the project construction, cash flow from operations.
Construction loans totaled $48.0 million at September 30, 2001. As properties
are completed,
the properties are either sold or refinanced with long-term fixed-rate
debt. In both instances, the proceeds are used to repay the short-term
borrowings. Permanent commercial project loans outstanding at

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September 30,
2001 totaled $74.8 million. Seller-financed land acquisition loans totaled
$37.5 million at September 30, 2001.

The International Home Building segment has a secured revolving bank
credit facility of £100 million. The term of this facility expires in fiscal
2004. Advances under this facility totaled £60 million, or $88.5 million, at
September 30, 2001.

During the three and six months ended September 30, 2001, the Partnership
issued 11,257 and 15,774 Class C limited partnership units in exchange for
assets valued at $11.3 million and $15.8 million.

The Companies believe that the revenues, earnings, and liquidity from the
sale of single-family homes, land sales, and the sale and permanent financing
of development projects will be sufficient to provide the necessary funding for
their current and future needs.

---

FORWARD-LOOKING STATEMENTS

The Managements Discussion and Analysis of Financial Condition and
Results of Operations, and other sections of this Report contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the context of the statement and generally arise when the
Companies are discussing their beliefs, estimates, or expectations. These
statements are not guarantees of future performance and involve a number of
risks and uncertainties. Actual results and outcomes may differ materially
from what is expressed or forecasted in such forward-looking statements. The
principal risks and uncertainties that may affect the Companies actual
performance and results of operations include the following: general economic
conditions and interest rates; the cyclical and seasonal nature of the
Companies businesses; adverse weather; changes in property taxes; changes in
federal income tax laws; government regulation; changes in governmental and
public policy; changes in economic conditions specific to any one or more of
the Companies markets and businesses; competition; availability of raw
materials; and unexpected operations difficulties. Other risks and
uncertainties may also affect the outcome of the Companies actual performance
and results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Companies market risk from
March 31, 2001. For more information regarding the Companies market risk,
refer to the Companies Annual Report on Form 10-K for the fiscal year ended
March 31, 2001.




Part II. Other Information




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

On July 19, 2001, 3333 Holding Corporation held its Annual Meeting of
Stockholders. At the Annual Meeting, Josiah O. Low, III, David M. Sherer,
Stephen M. Weinberg, and Roger O. West were elected as directors to serve for a
one year term until the 2002 Annual Meeting. Voting results for these nominees
are summarized as follows:

|                    |  |                  |     |  |         |  |    | 
|------------------- |  | ---------------- | --- |  | ------- |  | -- | 
|                    |  | Number of Shares |    
|                    |  |                  |    
|                    |  | For              |     |  | Against | 
|                    |  |                  |     |  |         | 
|Josiah O. Low, III  |  |                  | 830 |  |         |  | 3  | 
|David M. Sherer     |  |                  | 830 |  |         |  | 3  | 
|Stephen M. Weinberg |  |                  | 786 |  |         |  | 47 | 
|Roger O. West       |  |                  | 830 |  |         |  | 3  | 




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





| | (1) |  | Exhibits
| | --- |  | --------



| |  |  | None
| |  |  | ----



|
|
|
|
|

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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 14, 2001 |  | /s/ Stephen M.
Weinberg               
|                  |  | by Stephen M. Weinberg                
|                  |  | President and Chief Executive Officer 
|                  |  |                                       
|November 14, 2001 |  | /s/ Todd D.
Newman                    
|                  |  | Todd D. Newman                        
|                  |  | Senior Vice President, Chief Financial
|                  |  | Officer and Treasurer                 
|                  |  | (principal financial officer and      
|                  |  | chief accounting officer)             

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, 3333
Development Corporation, as general partner of, and on behalf of 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 14, 2001 |  | /s/ Stephen M. Weinberg               
|                  |  | by Stephen M. Weinberg                
|                  |  | President and Chief Executive Officer 
|                  |  |                                       
|November 14, 2001 |  | /s/ Todd D. Newman                    
|                  |  | Todd D. Newman                        
|                  |  | Senior Vice President, Chief Financial
|                  |  | Officer and Treasurer                 
|                  |  | (principal financial officer and      
|                  |  | chief accounting officer)             

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