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                                                                    EXHIBIT 10.3


                         SIXTH AMENDMENT TO AMENDED AND
                        RESTATED REVOLVING LOAN AGREEMENT


            This Sixth Amendment to Amended and Restated Revolving Loan
Agreement ("Sixth Amendment") is entered into as of December 1, 1997 by and
among DEL WEBB CORPORATION, a Delaware corporation ("Borrower"), each bank whose
name is set forth on the signature pages of this Sixth Amendment (collectively,
the "Banks" and individually a "Bank"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association (the "Agent") and BANK ONE,
ARIZONA, NA, a national banking association (the "Co-Agent"). This Sixth
Amendment is one of the Loan Documents referred to in the Loan Agreement defined
below. All terms and agreements set forth in the Loan Agreement which are
generally applicable to the Loan Documents shall apply to this Sixth Amendment.
Capitalized terms not otherwise defined herein shall have the meanings given
them in the Loan Agreement.

                                    RECITALS

            A. Borrower, the Banks, the Agent and the Co-Agent have previously
made and entered into that certain Amended and Restated Revolving Loan
Agreement, dated as of June 27, 1995, as amended by that certain First Amendment
to Amended and Restated Revolving Loan Agreement, dated as of December 15, 1995,
that certain Second Amendment to Amended and Restated Revolving Loan Agreement,
dated as of July 22, 1996, that certain Third Amendment to Amended and Restated
Revolving Loan Agreement, dated as of March 31, 1997, that certain Fourth
Amendment to Amended and Restated Revolving Loan Agreement, dated April 29, 1997
and that certain Fifth Amendment to Amended and Restated Revolving Loan
Agreement, dated October 1, 1997 (the "Loan Agreement"), pursuant to which the
Banks agreed to make revolving loans to Borrower in the aggregate principal
amount of up to $350,000,000 (the "Loan"). The Loan is evidenced by the Loan
Agreement and the various Line A Notes and Line B Notes executed by Borrower in
favor of the Banks.

            B. Borrower has requested that certain modifications and amendments
be made to the Loan Agreement and, subject to the terms and conditions contained
herein, the Banks and the Agent have agreed to such modifications and
amendments, as more fully set forth below.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, the Banks and the Agent
hereby agree as follows:

      1. Amendment to Loan Agreement. Section 2.12(a) of the Loan Agreement is
amended such that the reference to "$5,000,000" therein shall instead read
"$10,000,000."


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      2. Borrower's Representations and Warranties. Borrower hereby represents
and warrants that except as previously disclosed to the Banks in writing, all of
the representations and warranties contained in the Loan Documents are true and
correct on and as of the date of this Sixth Amendment as though made on that
date and, after giving effect to this Sixth Amendment, no Event of Default shall
be continuing.

      3. Effective Date. This Sixth Amendment shall become effective upon its
due execution, on or before December 8, 1997, by (a) Borrower, (b) the Agent,
(c) Banks constituting the Majority Banks and (d) all indicated signatories to
the Guarantors' Consent appended hereto. If this Sixth Amendment is not so duly
executed by all such signatories on or before December 8, 1997, then any
signatures hereon on such date shall be of no further force or effect. If so
duly and timely executed, this Sixth Amendment shall thereupon be effective as
of the date hereof.

      4. Amendment to Other Loan Documents. Each of the Loan Documents is hereby
amended such that all references to the Loan Agreement contained therein shall
be deemed to be made with respect to the Loan Agreement as amended hereby. Each
of the Loan Documents are hereby further amended such that any reference
contained therein to any document amended hereby shall be deemed to be made with
respect to such document as amended hereby. Each reference to Loan Documents
generally shall be deemed to include this Sixth Amendment.

      5. Loan Documents in Full Force and Effect. Except as modified hereby, the
Loan Documents remain in full force and effect.

      6. Governing Law. This Sixth Amendment shall be governed by, and construed
in accordance with, the Laws of the State of California.

      7. Severability. If any provision of this Sixth Amendment is held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.

      8. Counterparts. This Sixth Amendment may be executed in counterparts and
any party may execute any counterpart, each of which shall be deemed to be an
original and all of which, taken together, shall be deemed to be one and the
same document.

      9. Prior Agreements. This Sixth Amendment contains the entire agreement
between Borrower, the Banks and the Agent with respect to the subject matter
hereof, and all


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prior negotiations, understandings, and agreements with respect thereto are
superseded by this Sixth Amendment.

            IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed as of the date first above written.

"Borrower"                               "Banks"                             
                                                                             
DEL WEBB CORPORATION                     BANK ONE, ARIZONA, NA, as a Bank    
                                                                             
                                                                             
By: ________________________________     By: ________________________________
    John A. Spencer                                                          
    Senior Vice President                    ________________________________
                                                 Printed Name and Title      
                                                                             
"Agent"                                                                      
                                         BANK OF AMERICA NATIONAL            
BANK OF AMERICA NATIONAL                 TRUST AND SAVINGS ASSOCIATION,      
TRUST AND SAVINGS ASSOCIATION,           as a Bank                           
as Agent                                                                     
                                                                             
                                         By: ________________________________
By: ________________________________                                         
                                             ________________________________
    ________________________________             Printed Name and Title      
        Printed Name and Title                                               
                                                                             
                                         BANKBOSTON, N.A. (formerly known as 
"Co-Agent"                               The First National Bank of Boston)  
                                                                             
BANK ONE, ARIZONA, NA, as Co-Agent                                           
                                         By: ________________________________
                                                                             
By: ________________________________         ________________________________
                                                 Printed Name and Title      
    ________________________________     
        Printed Name and Title


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GUARANTY FEDERAL BANK, F.S.B.            BANK OF HAWAII                        
                                                                               
                                                                               
By: ________________________________     By: ________________________________  
                                                                               
    ________________________________         ________________________________  
        Printed Name and Title                   Printed Name and Title        
                                                                               
                                                                               
CREDIT LYONNAIS LOS ANGELES              FIRST UNION NATIONAL BANK,            
BRANCH                                   formerly known as First Union National
                                         Bank of North Carolina                
                                                                               
By: ________________________________                                           
                                         By: ________________________________  
    ________________________________                                           
        Printed Name and Title               ________________________________  
                                                 Printed Name and Title        
                                                                               
NATIONSBANK, N.A., formerly known as                                           
NationsBank, N.A. (Carolinas)            FLEET NATIONAL BANK                   
                                                                               
                                                                               
By: ________________________________     By: ________________________________  
                                                                               
    ________________________________         ________________________________  
        Printed Name and Title                   Printed Name and Title        
                                         

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                                    EXHIBIT A

                               GUARANTORS' CONSENT


            The undersigned do each hereby (a) consent to that certain Sixth
Amendment to Amended and Restated Revolving Loan Agreement, dated as of
____________, 1997, by and among Del Webb Corporation ("Borrower"), the Banks
named therein, Bank of America National Trust and Savings Association, as Agent,
and Bank One, Arizona, NA, as Co-Agent, and (b) reaffirm (i) their respective
obligations under that certain Subsidiary Guaranty, dated as of June 27, 1995,
and (ii) that the Subsidiary Guaranty remains in full force and effect.

Dated: ______________, 1997

Asset One Corp., an Arizona              Del Webb Communities, Inc.,            
corporation                              an Arizona corporation                 
                                                                                
By: _______________________________                                             
    Donald V. Mickus                     By: _______________________________    
    Treasurer                                Donald V. Mickus                   
                                             Treasurer                          
                                                                                
Del Webb California Corp.,                                                      
an Arizona corporation                   Del Webb Conservation Holding Corp., an
                                         Arizona corporation                    
                                                                                
By: _______________________________                                             
    Donald V. Mickus                     By: _______________________________    
    Treasurer                                Donald V. Mickus                   
                                             Treasurer                          
                                                                                
Del Webb Commercial Properties                                                  
Corporation, an Arizona corporation      Del Webb Home Construction, Inc.,      
                                         an Arizona corporation                 
                                                                                
By: _______________________________                                             
    Donald V. Mickus                     By: _______________________________    
    Treasurer                                Donald V. Mickus                   
                                             Treasurer                          


                                    Exhibit A
                                   Page 1 of 5
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Del Webb Communities of Nevada, Inc.     Del Webb's Coventry Homes of Nevada, 
(formerly known as Del Webb Kingswood    Inc., an Arizona corporation (formerly
Parke, Inc.), an Arizona corporation     known as Del Webb of Nevada, Inc.)   
                                                                              
                                                                              
By: _______________________________      By: _______________________________  
    Donald V. Mickus                         Donald V. Mickus                 
    Treasurer                                Treasurer                        
                                                                              
                                                                              
The Villages at Desert Hills, Inc.       Del Webb's Coventry Homes Construction
(formerly known as Del Webb Lakeview     of Tucson Co., an Arizona corporation
Corporation), an Arizona corporation                                          
                                                                              
                                         By: _______________________________  
By: _______________________________          Donald V. Mickus                 
    Donald V. Mickus                         Treasurer                        
    Treasurer                                                                 
                                                                              
                                         Del Webb's Coventry Homes of Tucson, 
Del Webb's Coventry Homes Construction   Inc., an Arizona corporation         
Co., an Arizona corporation                                      
                                                                              
                                         By: _______________________________  
By: _______________________________          Donald V. Mickus                 
    Donald V. Mickus                         Treasurer                        
    Treasurer                                                                 
                                                                              
                                         Del E. Webb Cactus Development Corp.,
Del Webb's Coventry Homes, Inc.,         an Arizona corporation               
an Arizona corporation                                                        
                                                                              
                                         By: _______________________________  
By: _______________________________          Donald V. Mickus                 
    Donald V. Mickus                         Treasurer                        
    Treasurer                            


                                    Exhibit A
                                   Page 2 of 5
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Del E. Webb Development Co., L.P.,       Fairmount Mortgage, Inc., an Arizona   
a Delaware limited partnership           corporation                            
                                                                                
By:  Del Webb Communities, Inc.,                                                
     general partner                     By: _______________________________    
                                             Richard W. Day                     
                                             Treasurer                          
    By:________________________                                                 
          Donald V. Mickus                                                      
          Treasurer                      Glen Harbor Joint Venture, an Arizona  
                                         general partnership                    
                                                                                
Del E. Webb Foothills Corporation,       By: Del E. Webb Glen Harbor            
an Arizona corporation                       Development Corporation,           
                                             general partner                    
                                                                                
By: _______________________________                                             
    Donald V. Mickus                         By:_________________________       
    Treasurer                                   Donald V. Mickus                
                                                Treasurer                       
                                                                                
Del E. Webb Glen Harbor Development                                             
Corporation, an Arizona corporation      Terravita Commercial Corp., an Arizona 
                                         corporation                            
                                                                                
By: _______________________________                                             
    Donald V. Mickus                     By: _______________________________    
    Treasurer                                Donald V. Mickus                   
                                             Treasurer                          
                                                                                
DW Aviation Co., an Arizona 
corporation                              
                                         Terravita Corp., an Arizona corporation
                                                                                
By: _______________________________                                             
    Donald V. Mickus                     By: _______________________________    
    Treasurer                                Donald V. Mickus                   
                                             Treasurer                          
                                         

                                    Exhibit A
                                   Page 3 of 5
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Terravita Home Construction Co.,         New Mexico Asset Corporation,          
an Arizona corporation                   an Arizona corporation                 
                                                                                
                                                                                
By: _______________________________      By: _______________________________    
    Donald V. Mickus                         Donald V. Mickus                   
    Treasurer                                Treasurer                          
                                                                                
                                                                                
Trovas Company, an Arizona corporation   Del Webb Texas Limited Partnership,    
                                         an Arizona limited partnership         
                                                                                
By: _______________________________      By: Del Webb Southwest Co.,            
    Donald V. Mickus                         an Arizona corporation             
    Treasurer                                                                   
                                                                                
                                             By:_________________________       
Trovas Construction Co., an Arizona             Donald V. Mickus                
corporation                                     Treasurer                       
                                                                                
                                                                                
By: _______________________________      New Mexico Asset Limited Partnership   
    Donald V. Mickus                     (formerly known as New Mexico          
    Treasurer                            Investment Co. Limited Partnership), an
                                         Arizona limited partnership            
                                                                                
Del Webb Limited Holding Co.,            By: Del Webb Corporation, a Delaware   
an Arizona corporation                       corporation                        
                                                                                
                                                                                
By: _______________________________          By:_________________________       
    Donald V. Mickus                            Donald V. Mickus                
    Treasurer                                   Treasurer                       
                                                                                
                                                                                
Del Webb Southwest Co., an Arizona       Bellasera Corp., an Arizona corporation
corporation                                                                     
                                                                                
                                         By: _______________________________    
By: _______________________________          Donald V. Mickus                   
    Donald V. Mickus                         Treasurer                          
    Treasurer                            


                                    Exhibit A
                                   Page 4 of 5
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Del Webb's Sunflower of Tucson, Inc., an
Arizona corporation


By: _______________________________
    Donald V. Mickus
    Treasurer


                                    Exhibit A
                                   Page 5 of 5