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                                                                     EXHIBIT 4.3
                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT

         This AMENDMENT NO.2, to the Rights Agreement ("Amendment No. 2") dated
as of April 29, 2002 between Centex Corporation, a Nevada corporation (the
"Company"), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder
Services, L.L.C.), as Rights Agent (the "Rights Agent"),

                                   WITNESSETH

         WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of October 2, 1996, as amended February 19, 1999 (the "Rights
Agreement"); and

         WHEREAS, the purchase price for the Rights (as defined in the Rights
Agreement) was originally $135.00 which upon giving effect to the stock split
effective March 2, 1998, became $67.50 (the "Original Purchase Price"); and

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has authorized this Amendment No. 2, which will raise
the Original Purchase Price from $67.50 to $210.00.

         NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

         Section 1. Certain Definitions. Unless otherwise specifically defined
herein, each term used herein which is defined in the Rights Agreement has the
meaning assigned to such term in the Rights Agreement. Each reference to
"hereof", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Rights Agreement shall, after this Amendment No. 2 becomes effective, refer to
the Rights Agreement as amended hereby.

         Section 2. Rights Agent. The first sentence of Section 2 of the Rights
Agreement is hereby amended to delete the following words:

                  "and the holders of the Rights (who, in accordance with
                  Section 3 hereof, shall prior to the Distribution Date also be
                  the holders of the Common Shares)."

         Section 3. Exercise of Rights; Purchase Price; Expiration Date of
Rights. Subsection (b) of Section 7 hereby amended in its entirety to read as
follows:

         "(b) The Purchase Price for each Unit of Preferred Stock pursuant to
the exercise of a Right shall initially be $210.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13(a) hereof and
shall be payable in accordance with paragraph (c) below."



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         Section 4. Summary of Rights to Purchase Preferred Stock. The second
paragraph to Exhibit C to the Rights Agreement is hereby amended to read in its
entirety as follows:

         "In connection with the new rights plan, the Board of Directors
declared a dividend distribution of one Right for each outstanding share of the
Company's Common Stock, par value $.25 per share (the "Common Stock"), to
stockholders of record at the close of business on October 15, 1996. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one two-hundredth of a share (a "Unit") of Junior Participating Preferred Stock,
Series D, par value $.25 per share (the "Preferred Stock"), at a Purchase Price
of $210.00 per Unit, subject to adjustment. The Purchase Price may be paid, at
the option of the holder, in cash or shares of Common Stock having a value at
the time of exercise equal to the Purchase Price. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder
Services, L.L.C.), as Rights Agent."

         Section 5. Governing Law. THIS AMENDMENT NO. 2 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER LAWS OF THE STATE OF NEVADA AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE
TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

         Section 6. Counterparts. This Amendment No. 2 may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

         Section 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment No. 2 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment No. 2.

         Section 8. Effectiveness. This Amendment No. 2 shall become effective
upon execution by each of the parties hereto of a counterpart hereof.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed and attested, all as of the day and year first above
written.

                                          CENTEX CORPORATION

Attest:

By:  /s/ Kathleen B. McCamey              By: /s/ Raymond G. Smerge
     ---------------------------------       -----------------------------------
     Name: Kathleen B. McCamey            Name:  Raymond G. Smerge
     Title:   Assistant Secretary         Title: Executive Vice President,
                                                 Chief Legal Officer, General
                                                 Counsel and Secretary


                                          MELLON INVESTOR SERVICES LLC

Attest:

By:  /s/ Tim Reagan                       By: /s/ David M. Cary
     ---------------------------------       -----------------------------------
     Name: Tim Reagan                        Name: David M. Cary
     Title: Assistant Vice President         Title: Vice President