<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

                               DECEMBER 31, 1995

                           Commission File No. 1-6776


                                 [Centex Logo]


                               CENTEX CORPORATION

                              A Nevada Corporation

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

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

                            3333 HOLDING CORPORATION
                              A Nevada Corporation

                        CENTEX DEVELOPMENT COMPANY, L.P.
                         A Delaware Limited Partnership

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

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

--------------------------------------------------------------------------------

As of the close of business on February 9, 1996, 28,401,342 shares of Centex
Corporation common stock were outstanding, 1,000 shares of common stock of 3333
Holding Corporation were outstanding, and 1,000 class A units of limited
partnership interest of Centex Development Company, L.P. were outstanding.

--------------------------------------------------------------------------------
<PAGE>   2
                               CENTEX CORPORATION
                            3333 HOLDING CORPORATION
                        CENTEX DEVELOPMENT COMPANY, L.P.


                          FORM 10-Q TABLE OF CONTENTS


                               DECEMBER 31, 1995


                               CENTEX CORPORATION

<TABLE>
<CAPTION>
                                                                                PAGE
<S>       <C>                                                                  <C>
PART I.    FINANCIAL INFORMATION                                             
                                                                             
           ITEM 1.     Condensed Consolidated Financial Statements                1
                                                                             
                       Condensed Consolidated Statement of Earnings          
                       for the Three Months Ended December 31, 1995               2
                                                                             
                       Condensed Consolidated Statement of Earnings          
                       for the Nine Months Ended December 31, 1995                3
                                                                             
                       Condensed Consolidated Balance Sheets                      4
                                                                             
                       Condensed Consolidated Statement of Cash Flows        
                       for the Nine Months Ended December 31, 1995                5
                                                                             
                       Notes to Condensed Consolidated Financial Statements     6-8
                                                                             
           ITEM 2.     Management's Discussion and Analysis of Results       
                       of Operations and Financial Condition                   9-12
                                                                             
PART II.   OTHER INFORMATION                                                 
                                                                             
           ITEM 6.     Exhibits and Reports on Form 8-K                          13
                                                                             
SIGNATURES                                                                       14
</TABLE>





                                      -i-
<PAGE>   3
                            3333 HOLDING CORPORATION

                        CENTEX DEVELOPMENT COMPANY, L.P.



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

           ITEM 1.     Condensed Combining Financial Statements                  15

                       Condensed Combining Statement of Operations
                       for the Three Months Ended December 31, 1995              16

                       Condensed Combining Statement of Operations
                       for the Nine Months Ended December 31, 1995               17

                       Condensed Combining Balance Sheets                        18

                       Condensed Combining Statement of Cash Flows
                       for the Nine Months Ended December 31, 1995               19

                       Notes to Condensed Combining Financial Statements         20

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

PART II.   OTHER INFORMATION
                                                                                 
           ITEM 6.     Exhibits and Reports on Form 8-K                          22

SIGNATURES                                                                    23-24
</TABLE>





                                      -ii-
<PAGE>   4
                               CENTEX CORPORATION

                         PART I.  FINANCIAL INFORMATION

                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



ITEM 1.
           The condensed consolidated financial statements include the accounts
of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.  It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest annual report on Form
10-K.  In the opinion of the Company, all adjustments necessary to present
fairly the information in the following condensed consolidated financial
statements of the Company have been included.  The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.





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


<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED                                      December 31,
                                                     --------------------------------
                                                         1995                 1994
                                                     -----------          -----------
<S>                                                  <C>                  <C>
REVENUES
   Home Building                                     $   499,199          $   485,042           
   Financial Services                                     33,307               27,258           
   Contracting and Construction Services                 257,643              280,905           
                                                     -----------          -----------

                                                         790,149              793,205           
                                                     -----------          -----------

COSTS AND EXPENSES                                                                              
   Home Building                                         470,612              460,691           
   Financial Services                                     28,080               23,269           
   Contracting and Construction Services                 259,593              281,475           
   Other, net                                                 29                  398           
   Equity in Earnings of Affiliate (CXP)                  (7,519)              (4,337)          
   Corporate General and Administrative                    3,540                3,980           
   Interest Expense                                       10,908                8,418           
                                                     -----------          -----------

                                                         765,243              773,894           
                                                     -----------          -----------

EARNINGS BEFORE INCOME TAXES                              24,906               19,311           
   Income Taxes                                            9,750                6,254           
                                                     -----------          -----------

NET EARNINGS                                         $    15,156          $    13,057           
                                                     ===========          ===========                                 

EARNINGS PER SHARE                                   $      0.52          $      0.44          
                                                     ===========          ===========                                 

AVERAGE SHARES OUTSTANDING                            29,229,616           29,485,220          
                                                     ===========          ===========                                 

CASH DIVIDENDS PER SHARE                             $      0.05          $      0.05          
                                                     ===========          ===========                                 
</TABLE>



See notes to condensed consolidated financial statements.





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

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED                                     December 31,
                                                     --------------------------------
                                                         1995                 1994
                                                     -----------          -----------
<S>                                                  <C>                  <C>
REVENUES
   Home Building                                     $ 1,410,522          $ 1,571,897            
   Financial Services                                     93,243               94,731            
   Contracting and Construction Services                 774,180              814,803            
                                                     -----------          -----------

                                                       2,277,945            2,481,431            
                                                     -----------          -----------

COSTS AND EXPENSES                                                                               
   Home Building                                       1,338,903            1,487,282            
   Financial Services                                     81,044               83,744            
   Contracting and Construction Services                 775,975              816,523            
   Other, net                                                275                1,306            
   Equity in Earnings of Affiliate (CXP)                 (21,358)             (13,812)           
   Corporate General and Administrative                   10,910               11,320            
   Interest Expense                                       30,202               23,219            
                                                     -----------          -----------

                                                       2,215,951            2,409,582            
                                                     -----------          -----------

EARNINGS BEFORE GAIN ON CXP INITIAL                                                              
   PUBLIC OFFERING AND INCOME TAXES                       61,994               71,849            
   Gain on CXP Initial Public Offering                      -                  59,328            
                                                     -----------          -----------

EARNINGS BEFORE INCOME TAXES                              61,994              131,177            
   Income Taxes                                           24,414               47,821            
                                                     -----------          -----------

NET EARNINGS                                         $    37,580          $    83,356            
                                                     ===========          ===========                                 

EARNINGS PER SHARE                                   $      1.29          $      2.71            
                                                     ===========          ===========                                 

AVERAGE SHARES OUTSTANDING                            29,050,846           30,722,621            
                                                     ===========          ===========                                 

CASH DIVIDENDS PER SHARE                             $      0.15          $      0.15            
                                                     ===========          ===========                                 
</TABLE>


See notes to condensed consolidated financial statements.





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

<TABLE>
<CAPTION>
                                                          Centex Corporation and                                              
                                                                Subsidiaries                   Centex Corporation           
                                                        -------------------------------    -----------------------------
                                                        December 31,       March 31,       December 31,      March 31, 
                                                           1995*             1995**            1995*           1995**   
                                                       ---------------   --------------    -------------   -------------
<S>                                                    <C>               <C>               <C>             <C>
ASSETS                                                                                                                  
Cash and Cash Equivalents                              $        23,256   $       23,785    $      18,186   $      18,534
Receivables -                                                                                                           
   Residential Mortgage Loans                                  592,356          413,802             -               -     
   Other                                                       247,234          235,795          234,243         226,744
   Affiliates                                                     -                -                -               -     
Inventories                                                  1,257,902        1,166,471        1,257,902       1,166,471
Investments -                                                                                                           
   Centex Development Company, L. P.                            40,660           46,585           40,660          46,585
   Centex Construction Products, Inc.                          103,732           89,871          103,732          89,871
   Joint Ventures and Other                                      5,522            5,695            5,522           5,695
   Unconsolidated Subsidiaries                                    -                -              35,865          29,082
Property and Equipment, net                                     37,776           41,267           25,523          25,341
Other Assets and Deferred Charges                               23,288           26,427           16,495          19,739
                                                       ---------------   --------------    -------------   -------------
                                                       $     2,331,726   $    2,049,698    $   1,738,128   $   1,628,062
                                                       ===============   ==============    =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                    
Accounts Payable and Accrued Liabilities               $       587,336   $      555,944    $     537,097   $     504,659
Short-term Debt                                                702,546          576,260          159,187         204,851
Long-term Debt                                                 320,981          222,530          320,981         222,530
Deferred Income Taxes                                           12,921           26,737           12,921          27,795
Stockholders' Equity -                                                                                                  
   Preferred Stock, Authorized 5,000,000                                                                                
      Shares, None Issued                                         -                -                -               -     
   Common Stock $.25 Par Value:                                                                                         
      Authorized 50,000,000 Shares:                                                                                     
      Issued and Outstanding                                                                                            
      28,398,842 and 28,070,978, respectively                    7,100            7,018            7,100           7,018
   Capital in Excess of Par Value                                6,291             -               6,291            -     
   Retained Earnings                                           694,551          661,209          694,551         661,209
                                                       ---------------   --------------    -------------   -------------
Total Stockholders' Equity                                     707,942          668,227          707,942         668,227
                                                       ---------------   --------------    -------------   -------------
                                                       $     2,331,726   $    2,049,698    $   1,738,128   $   1,628,062
                                                       ===============   ==============    =============   =============


<CAPTION>
                                                    
                                                            Financial Services
                                                       ------------------------------
                                                        December 31,       March 31, 
                                                           1995*             1995**  
                                                       ------------      ------------
<S>                                                    <C>               <C>
ASSETS                                              
Cash and Cash Equivalents                              $      5,070      $      5,251
Receivables -                                       
   Residential Mortgage Loans                               592,356           413,802
   Other                                                     12,991             9,051
   Affiliates                                                 1,446            65,521
Inventories                                                    -                 -
Investments -                                       
   Centex Development Company, L. P.                           -                 -
   Centex Construction Products, Inc.                          -                 -
   Joint Ventures and Other                                    -                 -
   Unconsolidated Subsidiaries                                 -                 -
Property and Equipment, net                                  12,253            15,926
Other Assets and Deferred Charges                             6,793             6,688
                                                       ------------      ------------
                                                       $    630,909      $    516,239
                                                       ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY                
Accounts Payable and Accrued Liabilities               $     50,239      $     51,285
Short-term Debt                                             543,359           371,409
Long-term Debt                                                 -                 -
Deferred Income Taxes                                          -               (1,058)
Stockholders' Equity -                              
   Preferred Stock, Authorized 5,000,000            
      Shares, None Issued                                      -                 -
   Common Stock $.25 Par Value:                     
      Authorized 50,000,000 Shares:                 
      Issued and Outstanding                        
      28,398,842 and 28,070,978, respectively                     2                12
   Capital in Excess of Par Value                            36,685            51,908
   Retained Earnings                                            624            42,683
                                                       ------------      ------------
Total Stockholders' Equity                                   37,311            94,603
                                                       ------------      ------------
                                                       $    630,909      $    516,239
                                                       ============      ============

See notes to condensed consolidated financial statements.             In the supplemental data presented above, "Centex Corporation"
                                                                      represents the adding together of all subsidiaries other than 
*  Unaudited                                                          those included in Financial Services (CTX Mortgage and        
**  Condensed from audited financial statements.                      Affiliates). Transactions between Centex Corporation and      
                                                                      Financial Services have been eliminated from the Centex       
                                                                      Corporation and Subsidiaries balance sheets.                  
</TABLE>
                                                                  



                                      -4-
<PAGE>   8
                      CENTEX CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (dollars in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED                                                  December 31,
                                                                 ------------------------------
                                                                    1995                1994
                                                                 ----------          ----------
<S>                                                              <C>                 <C>  
CASH FLOWS - OPERATING ACTIVITIES
   Net Earnings                                                  $   37,580          $   83,356        
   Adjustments -                                                                                       
      Depreciation and Amortization                                   9,396               2,938        
      Deferred Income Taxes                                          (8,425)             (8,543)       
      Gain Related to CXP's IPO, net of Tax                            -                (37,495)       
      Equity in Earnings of CXP, CDC and Joint Ventures             (14,192)             (8,169)       
   Increase in Receivables                                           (8,934)            (16,744)       
   (Increase) Decrease in Residential Mortgage Loans               (178,554)            399,146        
   Decrease (Increase) in Inventories                                 3,007            (120,023)       
   Decrease in Government-Guaranteed S&L Assets                        -                 43,767        
   Increase (Decrease) in Payables and Accruals                      17,558             (43,315)       
   Decrease (Increase) in Other Assets                                2,597              (8,515)       
   Other, net                                                        (3,518)             (7,311)       
                                                                 ----------          ----------
                                                                   (143,485)            279,092        
                                                                 ----------          ----------
CASH FLOWS - INVESTING ACTIVITIES                                                                      
   Decrease in Advances to CDC and Joint Ventures                     6,429               9,841        
   Acquisition of Vista Properties                                  (85,422)               -           
   Dividend and Other Receipts Related to CXP's IPO                    -                186,525        
   Property and Equipment Additions, net                             (4,923)            (11,185)       
   Decrease in Marketable Securities                                   -                 76,697        
                                                                 ----------          ----------
                                                                    (83,916)            261,878        
                                                                 ----------          ----------
CASH FLOWS - FINANCING ACTIVITIES                                                                      
   Decrease in S&L Deposits and Debt                                   -               (211,055)       
   Increase (Decrease) in Debt                                      224,737            (305,961)       
   Retirement of Common Stock                                          -                (74,040)       
   Proceeds from Stock Option Exercises                               6,373               1,170        
   Dividends Paid                                                    (4,238)             (4,498)       
                                                                 ----------          ----------
                                                                    226,872            (594,384)       
                                                                 ----------          ----------

NET DECREASE IN CASH                                                   (529)            (53,414)       
                                                                                                       
CASH AT BEGINNING OF YEAR                                            23,785              76,287        
                                                                 ----------          ----------

CASH AT END OF PERIOD                                            $   23,256          $   22,873        
                                                                 ==========          ==========
</TABLE>


See notes to condensed consolidated financial statements.





                                      -5-
<PAGE>   9
                      Centex Corporation and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               December 31, 1995
                                  (unaudited)

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

<TABLE>
<CAPTION>
                                                                     Capital in                                  
                                        Preferred       Common        Excess of         Retained                      
                                          Stock         Stock         Par Value         Earnings         Total          
                                       ----------    -----------     -----------       ----------    -------------    
                                                               (dollars in thousands)
    <S>                                <C>           <C>             <C>               <C>           <C>              
    Balance, March 31, 1995            $    -        $    7,018      $      -          $  661,209     $    668,227    
      Net Earnings                          -              -                -              37,580           37,580    
      Exercise of Stock Options             -                82            6,291             -               6,373    
      Cash Dividends                        -              -                -              (4,238)          (4,238)   
                                       ----------    ----------      -----------       ----------     ------------
    BALANCE, DECEMBER 31, 1995         $    -        $    7,100      $     6,291       $  694,551     $    707,942    
                                       ==========    ==========      ===========       ==========     ============
</TABLE>


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




                                      -6-
<PAGE>   10
NOTES - continued

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

<TABLE>
<CAPTION>
                                                                December 31,              March 31,
                                                                    1995                   1995 *
                                                            -------------------      ------------------
<S>                                                         <C>                      <C>
ASSETS                                                                                                 
   Cash and Cash Equivalents                                $            24,465      $           25,207
   Receivables                                                          846,577                 653,622
   Inventories                                                        1,297,002               1,266,509
   Investments in
      Centex Construction Products, Inc.                                103,732                  89,871
      Joint Ventures and Unconsolidated Subsidiaries                      5,673                   5,695
   Property and Equipment, net                                           37,776                  41,267
   Other Assets and Deferred Charges                                     23,288                  26,427
                                                            -------------------      ------------------
                                                            $         2,338,513      $        2,108,598
                                                            ===================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Accounts Payable and Accrued Liabilities                 $           590,204      $          557,640
   Short-term Debt                                                      705,522                 632,745
   Long-term Debt                                                       320,981                 222,530
   Deferred Income Taxes                                                 12,921                  26,737
   Stockholders' Equity                                                 708,885                 668,946
                                                            -------------------      ------------------
                                                            $         2,338,513      $        2,108,598
                                                            ===================      ==================
</TABLE>
*Condensed from audited financial statements.


             Supplementary Condensed Combined Statement of Earnings
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                            December 31,
                                                            -------------------------------------------
FOR THE NINE MONTHS ENDED                                           1995                     1994
                                                            -------------------      ------------------
<S>                                                         <C>       <C>            <C>     <C>
   Revenues                                                 $         2,289,790      $        2,485,202
   Costs and Expenses                                                 2,227,572               2,353,954
                                                            -------------------      ------------------
   Earnings Before Income Taxes                                          62,218                 131,248
   Income Taxes                                                          24,414                  47,821
                                                            -------------------      ------------------
NET EARNINGS                                                $            37,804      $           83,427
                                                            ===================      ==================
</TABLE>





                                      -7-
<PAGE>   11

NOTES - continued

(C)   In order to assure the future availability of land for home building,
      the Company has made deposits totaling $11 million as of December 31,
      1995 for options to purchase undeveloped land and developed lots
      having a total purchase price of approximately $308 million.  These
      options and commitments expire at various dates to the year 2000.  The
      Company has also committed to purchase land and developed lots
      totaling approximately $58 million.  In addition, the Company has
      executed lot purchase contracts with CDC which aggregate approximately
      $5 million.
      
(D)   Interest expenses relating to the financial services operations are
      included in their respective costs and expenses.  Interest related to
      non-financial services operations are included as interest expense as
      summarized below.

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                              --------------------------------
                                                                12/31/95            12/31/94
                                                              ------------        ------------
        <S>                                                   <C>                 <C>
        Total Interest Incurred                               $     51,681        $     45,026
        Less Financial Services                                    (21,479)            (21,807)
                                                              ------------        ------------
        INTEREST EXPENSE                                      $     30,202        $     23,219
                                                              ============        ============
</TABLE>

(E)   During the quarter ended September 30, 1995, the Company completed the
      acquisition of an equity interest in Vista Properties, Inc. ("Vista") for
      approximately $85 million.  Vista currently owns approximately 3,300
      acres of land in seven states.  The land is zoned, planned or developed
      for single- and multi-family residential, office, retail, industrial, and
      other commercial uses.  Vista's board and management are in process of
      evaluating what benefits could be derived from coordinating, combining or
      consolidating the business activities of Vista and certain of the
      Company's subsidiaries.  Although these evaluations are ongoing, Vista
      and Centex have initiated planning and development work in several key
      residential sites within Vista's portfolio and have identified commercial
      development opportunities in three of Vista's major projects.  Vista has
      also initiated discussions with potential joint venture partners on
      select properties and is continuing with its marketing activities on the
      balance of its portfolio.  In addition, Vista has substantial tax loss    
      carryforwards and other significant tax related benefits which may become
      partially useable  in future years.

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





                                      -8-
<PAGE>   12
                               CENTEX CORPORATION

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

           Centex consolidated revenues for the quarter were $790 million,
about the same as revenues of $793 million for the same quarter last year.
Net earnings for the quarter were $15.2 million, 16% more than $13.1 million
for the same quarter a year ago.  Earnings per share for this year's quarter
were $.52, an 18% increase over $.44 for the same quarter in fiscal 1995.

           For the nine months ended December  31, 1995, corporate revenues
totaled $2.3 billion, 8% less than $2.5 billion for the same period last year.
Earnings before income taxes were $62.0 million for the period this year, 14%
less than $71.8 million for the same period last year.  Total earnings before
income taxes for the period last year, including the gain on the sale of 51% of
CXP, were $131.2 million.  Net earnings for the current nine months were $37.6
million, 18% less than $45.9 million for the same period last year.  Total net
earnings for the nine months last year, including the gain on the CXP sale,
were $83.4 million.  Earnings per share for the current nine months were $1.29
compared to $1.49 last year.  Total earnings per share for the nine months last
year, including the gain from the CXP sale, were $2.71.

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

HOME BUILDING

           The following summarizes Home Building results for the quarter and
fiscal year-to-date ended December 31, 1995 compared to the quarter and fiscal
year-to-date ended December 31, 1994 (dollars in millions, except per unit
data):

<TABLE>
<CAPTION>
                                                            Quarter Ended                        Quarter Ended
                                                               12/31/95                             12/31/94
                                                      ---------------------------          ---------------------------
<S>                                                   <C>                  <C>             <C>                  <C>
Home Building Revenues                                $    499.2           100.0%          $    485.0           100.0%

Cost of Sales                                             (410.9)          (82.3%)             (398.8)          (82.2%)

Selling, General & Administrative                          (59.7)          (12.0%)              (61.9)          (12.8%)
                                                      ----------           -----           ----------           -----  
Operating Earnings                                    $     28.6             5.7%          $     24.3             5.0%
                                                      ----------           -----           ----------           -----  
Units Closed                                               2,948                                2,994

Unit Sales Price                                      $  165,262                           $  160,331

     % Change                                                3.1%                                 8.4%

Operating Earnings per Unit                           $    9,697                           $    8,133

     % Change                                               19.2%                                 0.5%

Backlog Units                                              4,773                                3,966

     % Change                                               20.3%                               (28.0%)
</TABLE>





                                      -9-
<PAGE>   13
<TABLE>
<CAPTION>
                                                               Fiscal                               Fiscal
                                                            Year-to-Date                         Year-to-Date
                                                              12/31/95                             12/31/94
                                                     ----------------------------         ----------------------------
<S>                                                  <C>                   <C>            <C>                   <C>
Home Building Revenues                               $   1,410.5           100.0%         $   1,571.9           100.0%

Cost of Sales                                           (1,160.9)          (82.3%)           (1,302.1)          (82.8%)

Selling, General & Administrative                         (178.0)          (12.6%)             (185.2)          (11.8%)
                                                     -----------           -----          -----------           -----  
Operating Earnings                                   $      71.6             5.1%         $      84.6             5.4%
                                                     -----------           -----          -----------           -----  
Units Closed                                               8,522                                9,696

Unit Sales Price                                     $   162,927                          $   157,814

     % Change                                                3.2%                                 8.8%

Operating Earnings per Unit                          $     8,404                          $     8,727

     % Change                                               (3.7%)                               22.7%

Backlog Units                                              4,773                                3,966

     % Change                                               20.3%                               (28.0%)
</TABLE>

           The operating earnings for the quarter ended December 31, 1995 were
higher as a percentage of revenues and on a per unit basis compared to the same
period last year as a result of an increase in the per unit sales price and a
reduction in selling, general and administrative costs.  The operating earnings
for the fiscal year-to-date ended December 31, 1995 were lower as a percentage
of revenues and on a per unit basis compared to the same period last year
primarily as a result of certain general and administrative costs being
absorbed by 12% fewer closed units in the nine months ended December 31, 1995.

FINANCIAL SERVICES

           The Financial Services segment consists of Mortgage Banking in 1995
and Mortgage Banking and Savings and Loan in 1994.  The following summarizes
Financial Services' results for the quarter and fiscal year-to-date  ended
December 31, 1995 compared to the quarter and fiscal year-to-date ended
December 31, 1994 (dollars in millions):

<TABLE>
<CAPTION>
                                                                                     Fiscal             Fiscal
                                             Quarter Ended      Quarter Ended     Year-to-Date       Year-to-Date
                                                12/31/95           12/31/94         12/31/95           12/31/94
                                             -------------      -------------     ------------       ------------
<S>                                             <C>                <C>             <C>                <C>            
Revenues                                        $  33.3            $  27.3         $     93.2         $     94.7
                                                -------            -------         ----------         ----------
Operating Earnings                              $   5.2            $   4.0 *       $     12.2         $     11.0 *
                                                -------            -------         ----------         ----------
Origination Volume                              $ 1,207            $   939         $    3,515         $    3,364
                                                -------            -------         ----------         ----------
Number of Loans Originated
     Centex-built Homes                           2,108              1,851              5,859              6,403
     Non-Centex-built Homes ("spot")              8,096              6,399             24,180             23,507
                                                -------            -------         ----------         ----------
                                                 10,204              8,250             30,039             29,910
                                                =======            =======         ==========         ==========
</TABLE>

           *Includes operating earnings from the savings and loan of $6.1
            million and $7.9 million for the quarter and nine months ended
            December 31, 1994, respectively.





                                      -10-
<PAGE>   14
           Declining interest rates during the first nine months of the fiscal
year has resulted in an increase in mortgage applications and originations over
the same period last year.  Applications for the current quarter totaled 9,754,
36% higher than 7,160 applications for the same quarter last year.  Builder
applications rose 11% while spot applications increased 45%.  Applications for
the nine months were 32,337, up 19% from 27,110 for the same period in the
prior fiscal year.  Builder applications rose 42% for the period while spot
applications increased 14%.  These increases occurred even though Mortgage
Banking had substantially fewer offices than it had during the prior fiscal
year.

           Savings and Loan revenues were $4.8 million for the quarter ended
December 31, 1994 and $9.3 million for the nine months then ended.  Centex
finalized the sale of its savings and loan operations during the quarter ended
December 31, 1994.


CONTRACTING AND CONSTRUCTION SERVICES

           The following summarizes Contracting and Construction Services
results for the quarter and fiscal year-to-date ended December 31, 1995
compared to the quarter and fiscal year-to-date ended December 31, 1994
(dollars in millions):

<TABLE>
<CAPTION>
                                                                                    Fiscal             Fiscal
                                             Quarter Ended      Quarter Ended    Year-to-Date       Year-to-Date
                                                12/31/95           12/31/94        12/31/95           12/31/94
                                             -------------      -------------    ------------       ------------
<S>                                             <C>                <C>             <C>                <C>            
Revenues                                        $  257.6           $  280.9        $   774.2          $   814.8
                                                --------           --------        ---------          ---------
Operating Loss                                  $   (2.0)          $    (.5)       $    (1.8)         $    (1.7)
                                                --------           --------        ---------          ---------
New Contracts Received                          $    116           $    305        $     682          $     982
                                                --------           --------        ---------          ---------
Backlog of Uncompleted Contracts                $  1,236           $  1,403        $   1,236          $   1,403
                                                --------           --------        ---------          ---------
</TABLE>

           The current quarter loss was due primarily to the non-recognition
during the quarter of earnings related to a contract to build the Harrah's New
Orleans Casino and write-downs of certain other projects. The Harrah's contract
was suspended on November 22, 1995 due to a bankruptcy filing by the Harrah's
Jazz Company partnership, the developer of the casino. Centex and its
subcontractors have claims totalling nearly $40 million against the partnership
for completed but unpaid work. Centex's liability to its subcontractors is for
less than the total claim. Centex has filed a $40 million lawsuit against
Harrah's Entertainment, Inc., parent company of the major partner in the
partnership. Centex believes that it and its subcontractors will ultimately
recover a substantial portion of the money owed to them. Centex will complete
the evaluation of its recovery potential and determine what, if any, reserve
provisions may be required during the quarter ending March 31, 1996.

           The Contracting and Construction Services operation provided a
positive average net cash flow in excess of Centex's investment in the group of
approximately $60 million during the current and prior year quarters.

EQUITY IN EARNINGS OF AFFILIATE (CXP)

           Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $7.5
million for the current quarter, a 73% increase over $4.3 million for the same
quarter a year ago.  For the current nine months, Centex's 49% equity in CXP
totaled $21.4 million, 55% higher than $13.8 million for the same period in the
prior fiscal year.  Centex Construction Products, Inc. benefited during the
quarter from continued strong product demand, improved operating efficiencies
in its wallboard  plants and stronger than expected product shipments due to
unseasonably mild weather.


                                      -11-
<PAGE>   15
FINANCIAL CONDITION AND LIQUIDITY

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

           During the nine months ended December 31, 1995 debt increased by
approximately $225 million.  This  includes a $172 million increase in CTX
Mortgage Company's credit facilities which funded the majority of the $178
million increase in residential mortgage loans.  Approximately $50 million of
debt was used to fund the acquisition of Vista Properties.

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

OUTLOOK

           Recent lower level of interest rates has had a positive impact on
both the Home Building and Financial Services businesses.  Improving backlog in
the businesses, coupled with the continuation of favorable results from CXP,
should continue to generate earnings gains for the remainder of fiscal 1996 and
provide the foundation for additional improvements in fiscal year 1997.


                                      -12-
<PAGE>   16
                               CENTEX CORPORATION

                          PART II.  OTHER INFORMATION


ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits

                     Exhibit 27 - Financial Data Schedule


             (b)  Reports on Form 8-K

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


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


                                      -13-
<PAGE>   17
                                   SIGNATURES





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



                                                   CENTEX CORPORATION           
                                        --------------------------------------- 
                                                       Registrant               
                                                                                
                                                                                
February 9, 1996                                   /s/ David W. Quinn           
                                        --------------------------------------- 
                                                     David W. Quinn             
                                              Executive Vice President and      
                                                Chief Financial Officer         
                                             (principal financial officer)      
                                                                                
                                                                                
February 9, 1996                                /s/ Michael S. Albright         
                                        --------------------------------------- 
                                                  Michael S. Albright           
                                        Vice President - Finance and Controller 
                                               (chief accounting officer)       


                                                 
                   

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

                         PART I.  FINANCIAL INFORMATION

                    CONDENSED COMBINING FINANCIAL STATEMENTS


ITEM 1.
           The condensed combining financial statements include the accounts of
3333 Holding Corporation and subsidiary and Centex Development Company, L.P.
(collectively the "Companies"), and have been prepared by the Companies,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Companies believe that the disclosures are adequate
to make the information presented not misleading.  It is suggested that these
condensed combining financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companies' latest
annual report on Form 10-K.  In the opinion of the Companies, all adjustments
necessary to present fairly the information in the following condensed
financial statements of the Companies have been included.  The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.





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


<TABLE>
<CAPTION>
                                                               For The Three Months Ended December 31,
                                           ----------------------------------------------------------------------------------
                                                           1995                                       1994
                                           ---------------------------------------   ----------------------------------------
                                                                      3333 HOLDING                               3333 HOLDING
                                                        CENTEX        CORPORATION                  CENTEX        CORPORATION
                                                      DEVELOPMENT        AND                     DEVELOPMENT        AND
                                           COMBINED   COMPANY, L.P.   SUBSIDIARY     COMBINED    COMPANY, L.P.   SUBSIDIARY
                                           --------   -------------   ------------   --------    -------------   ------------
<S>                                        <C>          <C>             <C>          <C>           <C>            <C>
Revenues                                   $  3,508     $  3,371        $  465       $  4,467      $   4,325      $   379   
                                                                                                                            
Costs and Expenses                            3,315        3,187           456          4,728          4,608          357   
                                           --------     --------        ------       --------      ---------      -------

Earnings (Loss) Before Income Taxes             193          184             9           (261)          (283)          22   
                                                                                                                            
Income Taxes                                    -            -             -              -              -            -         
                                           --------     --------        ------       --------      ---------      -------

NET EARNINGS (LOSS)                        $    193     $    184        $    9       $   (261)     $    (283)     $    22   
                                           ========     ========        ======       ========      =========      =======

EARNINGS (LOSS) PER SHARE/UNIT                                                                                              
   (AVERAGE OUTSTANDING SHARES,                                                                                             
   1,000; Units, 1,000)                                 $    184        $    9                     $    (283)     $    22   
                                                        ========        ======                     =========      =======
</TABLE>


See notes to condensed combining financial statements.





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


<TABLE>
<CAPTION>
                                                                For The Nine Months Ended December 31,                             
                                           ----------------------------------------------------------------------------------
                                                           1995                                       1994
                                           ---------------------------------------   ----------------------------------------
                                                                      3333 HOLDING                               3333 HOLDING
                                                        CENTEX        CORPORATION                  CENTEX        CORPORATION
                                                      DEVELOPMENT        AND                     DEVELOPMENT        AND
                                           COMBINED   COMPANY, L.P.   SUBSIDIARY     COMBINED    COMPANY, L.P.   SUBSIDIARY
                                           --------   -------------   ------------   --------    -------------   ------------
<S>                                        <C>          <C>             <C>          <C>           <C>            <C>
Revenues                                   $ 13,989     $ 13,610        $ 1,546      $ 8,902       $ 8,499        $ 1,091     
                                                                                                                                  
Costs and Expenses                           13,600       13,445          1,322        9,529         9,197          1,020          
                                           --------     --------        -------      -------       -------        -------

Earnings (Loss) Before Income Taxes             389          165            224         (627)         (698)            71          
                                                                                                                                
Income Taxes                                    -            -              -            -             -              - 
                                           --------     --------        -------      -------       -------        -------

NET EARNINGS (LOSS)                        $    389     $    165        $   224      $  (627)      $  (698)       $    71     
                                           ========     ========        =======      =======       =======        =======

EARNINGS (LOSS) PER SHARE/UNIT                                                                                                 
   (Average Outstanding Shares,                                                                                                
   1,000; Units, 1,000)                                 $    165        $   224                    $  (698)       $    71     
                                                        ========        =======                    =======        =======
</TABLE>


See notes to condensed combining financial statements.





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


<TABLE>
<CAPTION>
                                                      December 31,  1995*                             March 31, 1995**
                                               --------------------------------------     ------------------------------------------
                                                                         3333 HOLDING                                   3333 HOLDING
                                                            CENTEX       CORPORATION                      CENTEX        CORPORATION
                                                          DEVELOPMENT      AND                          DEVELOPMENT        AND
                                               COMBINED   COMPANY, L.P.  SUBSIDIARY       COMBINED      COMPANY, L.P.   SUBSIDIARY
                                               --------   -------------  ------------     --------      -------------   ------------
<S>                                            <C>        <C>            <C>              <C>           <C>             <C>
ASSETS                                     
   Cash                                        $  1,209   $  1,206       $     3          $  1,422      $   1,403        $    19
   Accounts Receivable                              419        590           188               187            570            187
   Notes Receivable -                      
      Centex Corporation and Subsidiaries         7,700          -         7,700             7,700              -          7,700
      Other                                       6,756      6,756             -             4,025          4,025              -
   Investment in Affiliate                            -          -           767                 -              -            767
   Investment in Real Estate Joint Venture          151        151             -                 -              -              -
   Projects Held for Development & Sale -  
          Forster Ranch                               -          -             -            53,493         53,493              -
          Other                                  38,155     38,155             -            46,455         46,455              -
                                               --------   --------       -------          --------      ---------        -------

                                               $ 54,390   $ 46,858       $ 8,658          $113,282      $ 105,946        $ 8,673
                                               ========   ========       =======          ========      =========        =======

LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
   Accounts Payable and
      Accrued Liabilities                      $  3,013   $  2,757       $   615          $  2,480      $   2,196        $   854
   Notes Payable -                                                                                                       
      Centex Corporation and Subsidiaries         7,600          -         7,600             7,600              -          7,600
      Forster Ranch                                   -          -             -            53,493         53,493              -
      Other                                       2,976      2,976             -             2,992          2,992              -
   Land Sale Deposits                                 -          -             -                 5              5              -
                                               --------   --------       -------          --------      ---------        -------
         Total Liabilities                       13,589      5,733         8,215            66,570         58,686          8,454

         Stockholders' Equity and
            Partners' Capital                    40,801     41,125           443            46,712         47,260            219
                                               --------   --------       -------          --------      ---------        -------

                                               $ 54,390   $ 46,858       $ 8,658          $113,282      $ 105,946        $ 8,673
                                               ========   ========       =======          ========      =========        =======
</TABLE>


*  Unaudited
** Condensed from audited financial statements.

See notes to condensed combining financial statements.




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


<TABLE>
<CAPTION>
                                                                    For The  Nine Months Ended December 31,
                                          -------------------------------------------------------------------------------------
                                                         1995                                        1994
                                          ----------------------------------------  -------------------------------------------
                                                                      3333 HOLDING                                 3333 HOLDING
                                                        CENTEX        CORPORATION                   CENTEX         CORPORATION
                                                       DEVELOPMENT        AND                     DEVELOPMENT          AND
                                          COMBINED     COMPANY, L.P.  SUBSIDIARY    COMBINED     COMPANY, L.P.     SUBSIDIARY
                                          ---------    -------------  ------------  --------     -------------     ------------
<S>                                       <C>          <C>            <C>           <C>          <C>               <C>
CASH FLOWS - OPERATING ACTIVITIES                      
 Net Earnings (Loss)                      $     389    $     165      $   224       $   (627)    $    (698)        $      71
 Net Change in Payables, Accruals,     
  Deposits and Receivables                      296          536         (240)           321           390               (69)
 Increase in Notes Receivable                (2,731)      (2,731)           -         (2,897)       (2,897)                -
 Increase in Advances to Joint Venture         (151)        (151)           -              -             -                 -
 Decrease in Projects Held             
  for Development and Sale                   61,793       61,793            -          2,174         2,174                 -
                                          ---------    ---------      -------       --------     ---------         ---------
                                             59,596       59,612          (16)        (1,029)       (1,031)                2
                                          ---------    ---------      -------       --------     ---------         ---------

CASH FLOWS - FINANCING ACTIVITIES      
 (Decrease) Increase  in Notes Payable      (53,509)     (53,509)           -          2,158         2,158                 -
 Capital Distributions                       (6,300)      (6,300)           -              -             -                 -
                                          ---------    ---------      -------       --------     ---------         ---------
                                            (59,809)     (59,809)           -          2,158         2,158                 -
                                          ---------    ---------      -------       --------     ---------         ---------

NET (DECREASE) INCREASE IN CASH                (213)        (197)         (16)         1,129         1,127                 2
                                       
CASH AT BEGINNING OF YEAR                     1,422        1,403           19            101           101                 -
                                          ---------    ---------      -------       --------     ---------         ---------

CASH AT END OF PERIOD                     $   1,209    $   1,206      $     3       $  1,230     $   1,228         $       2
                                          =========    =========      =======       ========     =========         =========
</TABLE>

See notes to condensed combining financial statements.




                                     -19-
<PAGE>   23
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.
               NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
                                  (unaudited)


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

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

(C)      The Partnership sells lots to Centex Real Estate Corporation ("CREC")
         pursuant to certain purchase and sale agreements.  Revenues from these
         sales totaled $4,382,000 and $4,243,000 for the nine months ended
         December 31, 1995 and 1994 respectively.

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

<TABLE>
<CAPTION>
                                                         For the Nine Months Ended December 31, 1995                      
                                             -----------------------------------------------------------------
                                                                                  3333 Holding Corporation
                                             Centex Development Company, L.P.          and Subsidiary 
                                             --------------------------------   ------------------------------
                                              CLASS B     GENERAL     LIMITED             CAPITAL IN
                                               UNITS     PARTNERS'   PARTNERS'    STOCK   EXCESS OF   RETAINED
                                  COMBINED   WARRANTS     CAPITAL     CAPITAL   WARRANTS  PAR VALUE   EARNINGS
                                  --------   --------    --------    --------   --------  ---------   --------
<S>                              <C>         <C>         <C>         <C>        <C>       <C>         <C>
Balance at March 31, 1995        $   46,712  $    500    $    767    $ 45,993   $      1  $     800   $   (582) 

Capital Distribution                 (6,300)        -           -      (6,300)         -          -          -

Net Earnings                            389         -           -         165          -          -        224 
                                 ----------  --------    --------    --------   --------  ---------   --------
BALANCE AT DECEMBER 31, 1995     $   40,801  $    500    $    767    $ 39,858   $      1  $     800   $   (358)
                                 ==========  ========    ========    ========   ========  =========   ========
</TABLE>


         During the quarter ended December 31, 1995, the Partnership made
         capital distributions of $2.5 million to CREC.


(E)      During November 1995, the Partnership tendered to its non-recourse
         lender a deed to the remaining property in Forster Ranch, the
         Partnership's pro rata portion of the 1995-1996 real property taxes,
         an assignment of the Development Agreement made between the
         Partnership and the City of San Clemente and payment of certain
         developer fee credits.  With these deliveries, the Partnership has
         surrendered any and all interest it may have in the Forster Ranch
         property to the lender.

         The Forster Ranch property was carried by the Partnership at an amount
         equal to the non-recourse indebtedness.  Accordingly, these events had
         no adverse effect on the financial condition or results of operations
         of the Partnership or any related entities.





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



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


RESULTS OF OPERATIONS

         On a combined basis, revenues for the quarter and nine months ended
December 31, 1995 of $3.5 million and $14.0 million, respectively, included
results from the sale of commercial property in Texas, and residential property
in Florida and New Jersey.  Revenues of $4.5 million and $8.9 million for the
quarter and nine months ended December 31, 1994, respectively, included the
sale of commercial property in California and Texas, and residential property
in Florida, New Jersey and Illinois.  The quarter ended December 31, 1995
reflected combined net earnings of $193,000 compared to a net loss of $261,000
for the same quarter last year.  The nine months ended December 31, 1995
reflected combined net earnings of $389,000 compared to a net loss of $627,000
for the same period last year.  The improvement in earnings relates to the
higher gross margin on real estate sales in the periods ended December 31, 1995
compared to the same periods last year.

         During November 1995, the Partnership tendered to its non-recourse
lender a deed to the remaining property in Forster Ranch, the Partnership's pro
rata portion of the 1995-1996 real property taxes, an assignment of the
Development Agreement made between the Partnership and the City of San Clemente
and payment of certain developer fee credits.  With these deliveries, the
Partnership has surrendered any and all interest it may have in the Forster
Ranch property to the lender.

         The Forster Ranch property was carried by the Partnership at an amount
equal to the non-recourse indebtedness.  Accordingly, these events had no
adverse effect on the financial condition or results of operations of the
Partnership or any related entities.


LIQUIDITY AND CAPITAL RESOURCES

         During the quarter ended December 31, 1995, the Partnership made
capital distributions of $2.5 million to CREC, and for the nine months has made
total distributions of $6.3 million.

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





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

                          PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a)   Exhibits

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


         (b)   Reports on Form 8-K

                 The Registrant filed a report on Form 8-K dated November 22, 
                 1995, relating to the Forster Ranch property.


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





                                      -22-
<PAGE>   26
                                   SIGNATURES





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




                                          3333 HOLDING CORPORATION    
                                        ----------------------------  
                                                 Registrant           
                                                                      
                                                                      
February 9, 1996                          /s/ J. Stephen Bilheimer    
                                        ----------------------------  
                                            J. Stephen Bilheimer      
                                                 President            
                                                                      
                                                                      
February 9, 1996                              /s/ Roger Sefzik        
                                        ----------------------------  
                                                Roger Sefzik          
                                        Vice President and Treasurer  
                                         (chief accounting officer)   

                   
                  


                                      -23-
<PAGE>   27
                                   SIGNATURES





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




                                            CENTEX DEVELOPMENT COMPANY, L.P.  
                                           ---------------------------------- 
                                                       Registrant             
                                           By:  3333 Development Corporation, 
                                                    General Partner           
                                                                              
                                                                              
February 9, 1996                                /s/ J. Stephen Bilheimer      
                                           ---------------------------------- 
                                                  J. Stephen Bilheimer        
                                                       President              
                                                                              
                                                                              
February 9, 1996                                    /s/ Roger Sefzik          
                                           ---------------------------------- 
                                                      Roger Sefzik            
                                              Vice President and Treasurer    
                                               (chief accounting officer)     

                 
                     


                                      -24-
<PAGE>   28
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
  No.                 Description
-------        -----------------------
<S>            <C>
27             Financial Data Schedule
27.1           Financial Data Schedule
27.2           Financial Data Schedule
</TABLE>