<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

 JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1997
<TABLE>
  <S>                                                            <C>
                   COMMISSION FILE NO. 1-6776                        COMMISSION FILE NOS. 1-9624 AND 1-9625, RESPECTIVELY
                       CENTEX CORPORATION                                        3333 HOLDING CORPORATION AND
                                                                               CENTEX DEVELOPMENT COMPANY, L.P.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)       (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
                             NEVADA                                           NEVADA AND DELAWARE, RESPECTIVELY
                    (STATE OF INCORPORATION)                              (STATES OF INCORPORATION OR ORGANIZATION)
                           75-0778259                                      75-2178860 AND 75-2168471, RESPECTIVELY
              (I.R.S. EMPLOYER IDENTIFICATION NO.)                          (I.R.S. EMPLOYER IDENTIFICATION NOS.)
              2728 N. HARWOOD, DALLAS, TEXAS 75201                           2728 N. HARWOOD, DALLAS, TEXAS 75201
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
                         (214) 981-5000                                                 (214) 981-6700
                (REGISTRANT'S TELEPHONE NUMBER)                                (REGISTRANTS' TELEPHONE NUMBER)

</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


<TABLE>
<CAPTION>
                                          NAME OF EACH                                                    NAME OF EACH
                                       EXCHANGE ON WHICH                                               EXCHANGE ON WHICH
       TITLE OF EACH CLASS                 REGISTERED                  TITLE OF EACH CLASS                 REGISTERED      
      --------------------          -----------------------       ----------------------------      -----------------------
        <S>                                                             <C>
                       CENTEX CORPORATION                                           3333 HOLDING CORPORATION

          COMMON STOCK                   NEW YORK STOCK                   COMMON STOCK                   NEW YORK STOCK
        ($.25 PAR VALUE)                    EXCHANGE                    ($.01 PAR VALUE)                    EXCHANGE

                                                                                CENTEX DEVELOPMENT COMPANY, L.P.

                                                                        WARRANTS TO PURCHASE             NEW YORK STOCK
                                                                        CLASS B UNITS OF                    EXCHANGE
                                                                        LIMITED PARTNERSHIP
                                                                        INTEREST EXPIRING
                                                                        NOVEMBER 30, 2007
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: None

       Indicate by check mark whether each registrant:  (1) has 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 (or for such shorter period that
each such registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes   X .  No    .
                                                                ---      ---

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to Form 10-K.  X
                        ---

       The aggregate market value of the tandem traded Centex Corporation
common stock, 3333 Holding Corporation common stock and Centex Development
Company, L.P. warrants to purchase Class B units of limited partnership
interest held by non-affiliates of the registrants on May 30, 1997 was
approximately $1.1 billion.

       Indicate the number of shares of each of the registrants' classes of
common stock (or other similar equity securities) outstanding as of the close
of business on May 30, 1997:

<TABLE>
<S>                                <C>                                            <C>
Centex Corporation                 Common Stock                                    29,088,120 shares
3333 Holding Corporation           Common Stock                                         1,000 shares
Centex Development Company, L.P.   Class A Units of Limited Partnership Interest        1,000 units
</TABLE>   

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in Parts A.I,
A.II, A.III, B.I, B.II and B.III of this Report:
(a)    1997 Annual Report to Stockholders of Centex Corporation for the fiscal
       year ended March 31, 1997;
(b)    1997 Annual Report to Stockholders of 3333 Holding Corporation and
       Subsidiary and Centex Development Company, L.P. for the fiscal year
       ended March 31, 1997; and
(c)    Proxy statements for the annual meetings of stockholders of Centex
       Corporation and 3333 Holding Corporation to be held on July 24, 1997.

===============================================================================
<PAGE>   2

                             JOINT ANNUAL REPORT ON
                                   FORM 10-K
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1997


                      CENTEX CORPORATION AND SUBSIDIARIES
                                      AND
                    3333 HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.


                          JOINT EXPLANATORY STATEMENT

       On November 30, 1987, Centex Corporation ("Centex" or the "Company")
distributed as a dividend (the "Distribution") to its stockholders (through a
nominee, the "Nominee") all of the issued and outstanding shares of the common
stock, par value $.01 per share ("Holding Common Stock"), of 3333 Holding
Corporation, a Nevada corporation, ("Holding"), and 900 warrants (the
"Stockholder Warrants") to purchase Class B Units of limited partnership
interest in Centex Development Company, L.P., a Delaware limited partnership,
("CDC" or the "Partnership").  Pursuant to an agreement with the Nominee (the
"Nominee Agreement"), the Nominee is the record holder of the Stockholder
Warrants and 1,000 shares of Holding Common Stock, which constitutes all of the
issued and outstanding capital stock of Holding, on behalf of and for the
benefit of persons who are from time to time the holders of the common stock,
par value $.25 per share ("Centex Common Stock"), of Centex ("Centex
Stockholders").  Each Centex Stockholder owns a beneficial interest in that
portion of the 1,000 shares of Holding Common Stock and the Stockholder
Warrants that the total number of shares of Centex Common Stock held by such
stockholder bears to the total number of shares of Centex Common Stock
outstanding from time to time.  This beneficial interest is not represented by
a separate certificate or receipt.  Instead, each Centex Stockholder's
beneficial interest in such pro rata portion of the shares of Holding Common
Stock and the Stockholder Warrants is represented by the certificate or
certificates evidencing such Centex Stockholder's Centex Common Stock, and is
currently tradeable only in tandem with, and as a part of, each such Centex
Stockholder's Centex Common Stock.  The tandem securities are listed and traded
on the New York Stock Exchange and The International Stock Exchange of the
United Kingdom and the Republic of Ireland, Ltd. and are registered with the
Securities and Exchange Commission (the "Commission") separately under Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Holding and CDC were each organized in 1987 in connection with the
distribution.  3333 Development Corporation, a wholly-owned subsidiary of
Holding ("Development"), is the sole general partner of CDC.

       At present, Centex, Holding and CDC have elected to satisfy their
respective periodic reporting obligations under the Exchange Act, and the rules
and regulations promulgated thereunder, by preparing and filing joint periodic
reports.  PART A of this Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 (the "Report") relates to Centex and its subsidiaries.  PART B
of this Report relates to Holding (and its subsidiary, Development) and to CDC.

       This Report should be read in conjunction with the proxy statements of
Centex and Holding in connection with their respective 1997 annual meetings of
stockholders, the Annual Report to Stockholders of Centex for the fiscal year
ended March 31, 1997 (the "Centex 1997 Annual Report") and the Annual Report to
Stockholders of Holding and CDC for the fiscal year ended March 31, 1997 (the
"Holding/CDC 1997 Annual Report"), portions of which are incorporated by
reference into this Report. Portions of the Centex 1997 Annual Report and the 
Holding/CDC 1997 Annual Report are filed as an Exhibit to this Report.  For a 
complete understanding of the tandem traded securities, PART A and PART B of 
this Report should be read in combination.  Information concerning the 
earnings and financial condition of the three companies, on an aggregate basis,
is included in Note (H) of the Notes to Consolidated Financial Statements of 
Centex Corporation and subsidiaries on pages 33-35 of the Centex 1997 Annual 
Report.





                                       2
<PAGE>   3
FORM 10-K                       TABLE OF CONTENTS


<TABLE>
                                                                                                              PAGE 
                                                                                                              ----
 <S>                                                                                                           <C>
 JOINT EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               2

 Part A.                                CENTEX CORPORATION AND SUBSIDIARIES


                                                       PART I
 Item  1.       Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5
 Item  2.       Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             19
 Item  3.       Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             19
 Item  4.       Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . .             19

                                                      PART II

 Item  5.       Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . .             20
 Item  6.       Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             20
 Item  7.       Management's Discussion and Analysis of Financial Condition and Results of
                       Operations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21
 Item  8.       Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . .             21
 Item  9.       Changes in and Disagreements With Accountants on Accounting and Financial
                       Disclosure   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21

                                                      PART III

 Item 10.       Directors and Executive Officers of the Registrant  . . . . . . . . . . . . . . . .             21
 Item 11.       Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21
 Item 12.       Security Ownership of Certain Beneficial Owners and Management  . . . . . . . . . .             22
 Item 13.       Certain Relationships and Related Transactions  . . . . . . . . . . . . . . . . . .             22

                                                      PART IV

 Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K  . . . . . . . . .             22
 SIGNATURES     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             23



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


 PART B.                           3333 HOLDING CORPORATION AND SUBSIDIARY AND
                                                                              
                                         CENTEX DEVELOPMENT COMPANY, L.P.

                                                      PART I
                                                                                                              PAGE
                                                                                                              ----

 Item  1.       Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              24
 Item  2.       Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              27
 Item  3.       Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              28
 Item  4.       Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . .              28
</TABLE>





                                        3
<PAGE>   4
<TABLE>
 <S>                                                                                                          <C>
 TABLE OF CONTENTS (CONTINUED)

                                                     PART II                                                  PAGE
                                                                                                              ----

 Item  5.       Market for Registrants' Common Equity and Related Stockholder Matters . . . . . .              29
 Item  6.       Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              30
 Item  7.       Management's Discussion and Analysis of Financial Condition and Results of 
                    Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              30
                                
 Item  8.       Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . .              31
 Item  9.       Changes in and Disagreements With Accountants on Accounting and Financial                         
                   Disclosure   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              31 
                                                                                                                  

                                                     PART III

 Item 10.       Directors and Executive Officers of the Registrant  . . . . . . . . . . . . . . .              31
 Item 11.       Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              33
 Item 12.       Security Ownership of Certain Beneficial Owners and Management  . . . . . . . . .              34
 Item 13.       Certain Relationships and Related Transactions  . . . . . . . . . . . . . . . . .              37

                                                     PART IV

 Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K  . . . . . . . .              39
                SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             40-41
                                                                           
                                       ------------------------------------

 INDICES TO EXHIBITS

 CENTEX CORPORATION AND SUBSIDIARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             42-44
 3333 HOLDING CORPORATION AND SUBSIDIARY  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             45-46
 CENTEX DEVELOPMENT COMPANY, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             47-49
</TABLE>





                                        4
<PAGE>   5
                                    PART A.

                      CENTEX CORPORATION AND SUBSIDIARIES


PREFATORY STATEMENT

       PART A of this Report includes information relating to Centex
Corporation and subsidiaries ("Centex" or the "Company"), File No. 1-6776.  See
Joint Explanatory Statement on page 2 of this Report.  References to Centex or
the Company in this Report shall include Centex and its subsidiaries unless the
context otherwise requires.  Reference is made to PART B of this Report for
information relating separately to 3333 Holding Corporation ("Holding") and its
subsidiary, 3333 Development Corporation ("Development"), and to Centex
Development Company, L.P. ("CDC" or the "Partnership").

                                    PART I

ITEM 1.  BUSINESS

                        General Development of Business

       Centex is incorporated in the State of Nevada.  The Company's common
stock, par value $.25 per share ("Centex Common Stock") began trading publicly
in 1969.  As of May 30, 1997, 29,088,120 shares of Centex Common Stock, which
are traded on the New York Stock Exchange ("NYSE") and The International Stock
Exchange of the United Kingdom and the Republic of Ireland, Ltd., were
outstanding.

       Since its founding in 1950 as a Dallas, Texas-based residential and
commercial construction company, Centex has evolved into a multi-industry
company.  Centex currently operates in five principal business segments:  Home
Building, Investment Real Estate, Financial Services, Construction Products and
Contracting and Construction Services.

       Centex's Home Building business has expanded to include both Housing and
Manufactured Housing.  Centex is one of the nation's largest home
builders, having built and delivered, through its subsidiary Centex Homes,
13,107 homes during its fiscal year ended March 31, 1997.  Centex's Housing
operations  currently involve the construction and sale of single-family and
multi-family homes in 269 neighborhoods in 52 different markets.  These
activities also include the purchase and development of land.  Centex has
participated in the home building business since 1950.  Centex entered into the
Manufactured Housing business during March 1997 when Centex Real Estate
Corporation ("CREC") acquired 78% of Cavco Industries, Inc.'s ("Cavco")
outstanding common stock.  Cavco is the largest producer of manufactured
housing in Arizona as well as the nation's largest producer of park model
homes, having delivered 4,893 manufactured housing units during its most recent
fiscal year ended September 30, 1996.

       Centex operates its Investment Real Estate business segment under the
Vista Properties Company name.  During the quarter ended June 30, 1996,
Centex's Housing subsidiary completed a business combination transaction and
reorganization with Vista Properties, Inc. ("Vista"), increasing Centex's
ownership of Vista's common stock from approximately 53% to 99.975%.  Vista has
changed its name to Centex Real Estate Corporation.

       Centex's Financial Services operations in fiscal 1997 included mortgage
origination and other related services on homes sold by Centex subsidiaries and
by third parties, including recent expansion into home equity lending.  Centex
has been in the mortgage banking business since 1973.  Centex is a leading
retail mortgage originator (originating approximately $5.4 billion of
residential mortgages in fiscal 1997).  In 1988 the Company acquired a savings
and loan operation in Central Texas. The savings and loan deposits and branch
operations were sold in December 1994.





                                       5
<PAGE>   6

       Centex's involvement in the construction products business started in
1963 when it began construction of its first cement plant.  Since that time,
this segment has expanded to include additional cement production and
distribution facilities and the production, distribution and sale of gypsum
wallboard, readymix concrete and aggregates.  During the quarter ended June 30,
1994, Centex Construction Products, Inc. ("CXP") completed an initial public
offering of 51% of its stock and began trading on the NYSE under the symbol
"CXP".  As a result of CXP's repurchase of its own stock during the quarter
ended June 30, 1996, Centex's ownership interest in CXP has increased to more
than 50% (51.4% as of March 31, 1997).  Accordingly, CXP's fiscal 1997
financial results have been consolidated with those of Centex.

       Centex entered the contracting and construction services business in
1966 with the acquisition of a Dallas-based contractor which had been in
business since 1936.  Additional significant acquisitions of construction
companies were made in 1978, 1982 and 1990.  Centex currently ranks among the
nation's largest general building contractors.  The contracting and
construction activities of the Company involve the construction of buildings
for both private and government interests, including office, commercial and
industrial buildings, hospitals, hotels, museums, libraries, airport facilities
and educational institutions.

       In fiscal 1988, Centex established CDC.  Reference is made to PART B of
this Report for a discussion of the business of CDC.

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

       Note (K) of the Notes to Consolidated Financial Statements of Centex on
pages 36-39 of the Centex 1997 Annual Report contain additional information
about the Company's business segments for years ended March 31, 1997, 1996 and
1995 and are incorporated herein by reference.

                        NARRATIVE DESCRIPTION OF BUSINESS

HOME BUILDING

HOUSING

       The Company's Housing operations primarily involve the purchase and
development of land or lots as well as the  construction and sale of single-
family and multi-family homes.  The Company has been one of the leading U.S.
builders of single-family detached homes, by the number of units produced in a
calendar year, from 1989 to 1996.  Centex is also the only company to rank
among Professional Builder's top 10 home builders for each of the past 28
years.  Centex sells to both first time and move-up buyers.  Approximately 93%
of the houses Centex sells are single-family detached homes and the remainder
are townhomes and low-rise condominiums.

Markets

       Centex follows a strategy of reducing exposure to local market
volatility by spreading operations across geographically and economically
diverse markets.  Centex presently builds in 52 market areas in 20 states.  The
markets are listed below by geographic areas.

<TABLE>
       <S>           <C>                               <C>
       WEST          California -                                         
                       Vallejo/Fairfield/Napa          Visalia/Tulare
                       Oakland                         Riverside/San Bernardino
                       Stockton/Lodi                   Orange County           
                       San Francisco                   Los Angeles/Long Beach  
                       Sacramento                      Ventura                 
                       Bakersfield                     San Diego               
                       Fresno                         

</TABLE>




                                       6
<PAGE>   7
<TABLE>
       <S>           <C>                                <C>
                    Washington State -                  Reno, Nevada      
                       Tacoma                           Portland, Oregon  
                       Seattle
                    
       MIDWEST      Chicago, Illinois                   Indianapolis, Indiana
                    Minneapolis/St. Paul, Minnesota     Columbus, Ohio
                    Colorado -
                       Denver
                       Boulder/Longmont
                    
       EAST         Nashville, Tennessee                North Carolina -              
                    Virginia -                             Charlotte/Gastonia         
                       Washington, D.C.                    Raleigh/Durham             
                       Norfolk/Virginia Beach           South Carolina -              
                    Baltimore, Maryland                    Charleston                 
                    Trenton, New Jersey                    Columbia                   
                    Atlanta, Georgia                       Greenville/Spartanburg     
                                                                                      
       SOUTHEAST    Florida -                                                         
                       Jacksonville                         Naples                    
                       Daytona Beach                        Ft. Myers/Cape Coral      
                       Tampa/St. Petersburg                 West Palm Beach/Boca Raton
                       Sarasota/Bradenton                   Melbourne/Titusville      
                       Orlando                              Ft. Lauderdale            
                       Lakeland/Winter Haven                                          

       SOUTHWEST    Texas -                             Phoenix/Mesa, Arizona         
                       Dallas                           Albuquerque, New Mexico       
                       Ft. Worth/Arlington                        
                       Houston
                       Austin
                       San Antonio
</TABLE>

       In fiscal 1997, Centex closed 13,107 houses, including first time,
move-up and, in some markets, custom homes, ranging in price from approximately
$70,000 to about $890,000 with the average sale price being approximately
$172,000.  In the Dallas and San Antonio locations, Centex has custom home
divisions which offer higher-end homes.

       Summarized below by geographic area are Centex's home closings, sales
(orders) backlog and sales (orders) for each of the five fiscal years ended
March 31, 1997.

<TABLE>
<CAPTION>
                                 For the Fiscal Years Ended March 31,  
                          -------------------------------------------------
                           1997       1996      1995      1994        1993
                          ------     ------    ------    ------      ------
<S>                       <C>        <C>       <C>       <C>         <C>
       CLOSINGS (IN UNITS):
        West               2,955      2,347     2,454     1,973       1,358
        Midwest            1,337      1,276     1,283     1,114       1,118
        East               2,875      2,804     2,921     2,599       2,118
        Southeast          2,334      2,241     2,632     2,895       2,433
        Southwest          3,606      3,302     3,674     3,982       3,252
                          ------     ------    ------    ------      ------
                          13,107     11,970    12,964    12,563      10,279
                          ======     ======    ======    ======      ======
</TABLE>





                                       7
<PAGE>   8
<TABLE>
<S>                        <C>        <C>       <C>       <C>     <C>
       AVERAGE SALES PRICE                                              
        (000'S)            $   172  $   164    $  159    $  147   $  138
                           =======  =======    ======    ======   ======
                                                                 
       SALES (ORDERS) BACKLOG, AT THE END OF PERIOD (IN UNITS):  
                                                                 
        West                 968        980       603       756      663
        Midwest              441        652       442       622      461
        East                 861      1,121       918     1,279    1,192
        Southeast            919      1,106       892     1,387    1,260
        Southwest          1,119      1,674     1,132     1,751    1,575
                          ------     ------    ------    ------   ------
                           4,308      5,533     3,987     5,795    5,151
                          ======     ======    ======    ======   ======
                                                                 
       SALES (ORDERS) (IN UNITS):                                
                                                                 
        West               2,943      2,724     2,301     2,066    1,440
        Midwest            1,126      1,486     1,103     1,275    1,092
        East               2,615      3,007     2,560     2,686    2,522
        Southeast          2,147      2,455     2,137     3,022    2,671
        Southwest          3,051      3,844     3,055     4,158    3,696
                          ------     ------    ------    ------   ------
                          11,882     13,516    11,156    13,207   11,421
                          ======     ======    ======    ======   ======
</TABLE>

Inventory Turnover

       The Company's policy has been to acquire land with the intent to
complete the sale of housing units within approximately 24 - 36 months from the
date of acquisition. Generally this involves acquiring land that is properly
zoned and is either ready for development or, to some degree, already
developed.

       The Company has acquired a substantial amount of its finished and
partially improved lots and land under option agreements which are exercised
over specified time periods, or in certain cases, as the lots are needed. The
purchase of finished lots generally allows the Company to shorten the lead time
to commence construction and reduces the risks of unforeseen improvement costs
and volatile market conditions.

Competition and Other Factors

       The housing industry is essentially a "local" business and is highly
competitive.  Centex competes in each of its market areas with numerous other
home builders.  The Company's Housing operations account for approximately 1%
of the total housing starts in the United States.  The main competitive factors
affecting Centex's Housing operations are location, price, cost of providing
mortgage financing for customers, construction costs, design and quality of
homes, marketing expertise, availability of land and reputation.  Management
believes the Company competes effectively by maintaining geographic diversity,
being responsive to the specific demands of each market and managing the
operations at a local level.

       The home building industry is cyclical and is particularly affected by
changes in local economic conditions and in long-term and short-term interest
rates and, to a lesser extent, changes in property taxes and energy costs,
federal income tax laws, federal mortgage financing programs and various
demographic factors.  The political and economic environment affects both the
demand for housing constructed by the Company and the Company's cost of
financing.  Unexpected climatic conditions, such as unusually heavy or
prolonged rain or snow, may affect operations in certain areas.

       The housing industry is subject to extensive and complex regulations.
The Company and its subcontractors must comply with various federal, state and
local laws and regulations including worker health and safety, zoning,
building, advertising, consumer credit rules and regulations and the extensive
and changing federal, state and local laws, regulations and ordinances
governing the protection of the environment ("Environmental Laws"), including
protection of endangered species.   The Company is also subject to other rules
and regulations in connection with its manufacturing and sales activities,
including requirements as to building materials to be used and building
designs.  The Company's homes are inspected by local authorities.  All of the
foregoing regulatory requirements are applicable to all home building
companies,





                                       8
<PAGE>   9
and to date, compliance with the foregoing requirements has not had a material
impact on the Company.  The Company believes that it is in material compliance
with all such requirements.

       Centex purchases materials, services and land from numerous sources and
believes that it can deal effectively with any problems it may experience
relating to the supply or availability of materials and services as well as
land.

MANUFACTURED HOUSING

       Manufactured Housing operations involve the manufacture of quality
residential and recreational homes and the sale thereof through a network of
independent dealers.  The Company entered the Manufactured Housing industry in
March 1997 when CREC acquired 78% of Cavco's outstanding common stock at
$26.75 per share for a total of $74.3 million.  Prior to the acquisition,
Cavco's common stock was publicly traded on the NASDAQ National Market.

Markets

       Cavco is the largest producer of manufactured housing in Arizona as well
as the nation's largest producer of park model homes, having delivered 4,893
manufactured housing units during its most recent fiscal year ended September
30, 1996.  The Company currently operates three manufactured housing plants in
the Phoenix area and is building a plant near Albuquerque, New Mexico, which
will be that state's first manufactured housing operation.

       The Company sells its manufactured homes through a network of
independent dealers and generally does not sell products directly to the
general public.  The retail prices of the Company's manufactured homes are set
by individual dealers and not by the Company.  Many of the Company's
independent dealers operate more than one retail outlet.  As of September 30,
1996, the Company had approximately 200 outlets in 10 states, Canada and Japan,
of which there were approximately 103 in Arizona, 27 in New Mexico, 20 in
Colorado, 15 in Utah, 6 in Texas, 4 each in Nevada and Washington, 3 in
California, 2 in Idaho, 1 in Oregon, 7 in Canada and 8 in Japan.  Most of the
Company's dealers sell competing products, although from time to time the
Company also may enter into exclusive agreements with certain dealers.

       The Company's dealers finance their purchase of manufactured homes
through floor plan financing arrangements with third-party lenders.  Generally,
the Company receives a commitment from the dealer's lender for each order,
which is earmarked for the home ordered, identified by its serial number.  The
Company then manufactures the home and ships it to the dealer at the dealer's
expense.  Payment is due from the third-party floor plan lender upon the
dealer's notice of delivery and acceptance of the product.  The length of time
it takes to manufacture and ship a home after an order is placed varies
according to the Company's backlog.

       The Company is contingently liable under terms of repurchase agreements
with the third-party lenders that provide dealer floor plan financing
arrangements.  These arrangements, which are customary in the industry, provide
for the repurchase of the manufacturer's products in the event the dealer
defaults on payments.  The risk of loss is spread over numerous dealers and
financing institutions and is further offset by the resale value of repurchased
units.  The Company has not incurred any significant losses from these
arrangements since its inception.

       The Company extends a limited warranty to original retail purchasers of
manufactured housing products.  The Company warrants structural components for
12 months and nonstructural components for 90 days.  The Company's warranty
does not extend to installation, setup or appliances.  Appliances are warranted
by their original manufacturer.

       The Company's backlog of firm orders for manufactured homes as of March
31, 1997 was approximately $5.7 million (350 floors).  The Company currently
requires approximately six to eight weeks to fill an order.  The Company
presently anticipates that the entire backlog at March 31, 1997 will be filled
during the next fiscal year.





                                       9
<PAGE>   10
Competition and Other Factors

        The Company estimates that there are approximately seven other
manufacturers competing for a significant share of the Arizona market.  The
Company believes that its business represents an approximate 31% share of the
Arizona market and a small share of the market in such other states.  The
Company believes the principal factors affecting competition in the
manufactured housing market are price, design, product quality and reliability,
reputation and service.  

        The Company has not experienced any material difficulty in purchasing
its raw materials or component parts.  The Company buys wood, wood products,
aluminum, steel, tires, hardware, windows and doors from manufacturers and
distributors located primarily in California and Arizona.  Approximately 39% of
the unit cost of the Company's manufactured homes is attributable to raw wood
products.  The majority of the other component parts of the Company's homes are
purchased manufactured components.
        
       The Company believes that compliance with federal, state and local
environmental protection regulations will not have a material adverse effect on
its capital expenditures, earnings or competitive position.

INVESTMENT REAL ESTATE

       During the quarter ended September 30, 1995, the Company acquired
certain equity interests in Vista for a net investment of approximately $85
million in cash.  The acquisition by the Company of equity interests in Vista
was a part of a pre-packaged bankruptcy plan which was approved by the Unites
States Bankruptcy Court for the District of Delaware.  In June 1996, Centex's
Housing subsidiary completed a business combination transaction and
reorganization with Vista that increased Centex's ownership of Vista's common
stock from approximately 53% to 99.975%.  Under the terms of the combination
transaction, Centex's Housing assets and operations were contributed to Vista
in exchange for 12.4 million shares of Vista's common stock.  As a result of
the combination, Centex's Investment Real Estate portfolio, valued in excess of
$125 million, was reduced to a nominal "book basis" after recording certain
Vista-related tax benefits.  Accordingly, as these properties are developed or
sold, the net sales proceeds will be reported as operating margin.  "Negative
Goodwill" recorded as a result of the business combination is being amortized
to earnings over approximately seven years which represents the estimated
period over which the land will be developed and/or sold.

       As of March 31, 1997, the Investment Real Estate Group's property
portfolio consisted of land located in nine states: Texas, Florida, California,
Georgia, New Jersey, North Carolina, Virginia, Tennessee and Colorado.  The
Company has major Housing operations in each of the markets where Vista owns
substantial property.  Vista's real property portfolio generally consists of
land that is zoned, planned or developed for single-family and multi-family
residential, office, retail, industrial and other commercial uses.

FINANCIAL SERVICES

       Financial Services operations involve the financing of housing, home
equity lending and the sale of title and other insurance coverages. These
activities include mortgage origination, the sale of title and other insurance
coverages and other related services for homes sold by subsidiaries and by
others. The Savings and Loan included the operations of CTX Holding and its
subsidiary, Texas Trust Savings Bank, FSB ("Texas Trust") which were sold in
December 1994.




                                       10
<PAGE>   11
MORTGAGE BANKING

       CTX Mortgage Company ("CTX") was established in 1973 to provide mortgage
financing for homes built by Centex Homes.  The opening of CTX mortgage offices
in substantially all of Centex Homes' housing markets has enabled it to
consistently provide mortgage financing for an average of 71% of the homes
built by Centex Homes ("Builder Loans") over the past five years.  In 1985, CTX
expanded its operations to include third-party loans ("Spot Loans") that are
not associated with the sale of homes built by Centex.  At March 31, 1997,
Mortgage Banking had 196 offices located in 31 states.  The offices vary in
size depending on volume in each locality.

       The unit breakdown of Builder and Spot Loans for the five years ended
March 31, 1997 are set forth in the following table:

<TABLE>
<CAPTION>
                                            For the Fiscal Years Ended March 31,          
                                      -----------------------------------------------
                                       1997     1996      1995       1994       1993
                                      ------   ------    ------     ------     ------
<S>                                   <C>      <C>       <C>       <C>        <C>
LOAN TYPES:
 Builder                               9,489    8,445     8,503      9,289      7,758
 Spot                                 37,673   33,151    28,548     49,254     30,543
                                      ------   ------    ------     ------     ------
                                      47,162   41,596    37,051     58,543     38,301
                                      ======   ======    ======     ======     ======


ORIGINATION VOLUME (IN BILLIONS)        $5.4     $4.9      $4.2       $6.4       $4.2

PERCENT OF CENTEX
 CLOSINGS FINANCED                        72%      71%       66%        74%        75%
</TABLE>


       CTX provides mortgage origination and other mortgage related services
for Federal Housing Administration ("FHA"), Department of Veterans' Affairs
("VA") and conventional loans on homes built and sold by the Company or by
others, as well as resale homes.  CTX mortgage loans are first-lien mortgages
secured by one- to four-family residences.  A majority of the conventional
loans are conforming loans which qualify for inclusion in guaranteed programs
sponsored by the Federal National Mortgage Association ("FNMA") or the Federal
Home Loan Mortgage Corporation ("FHLMC").  The remainder of the conventional
loans are pre-approved and individually underwritten by private investors who
purchase such loans on a whole-loan basis for their investment portfolios.

       CTX's principal sources of income are from loan origination fees,
revenues from sale of servicing rights, positive carry (discussed below) and
marketing gains and losses.  Generally, CTX sells its right to service the
mortgage loans to various loan servicing companies, and therefore retains no
mortgage servicing rights.  Accordingly, CTX avoids the servicing risk
associated with early payoffs and foreclosures.  CTX enters into various
financial agreements, in the normal course of business, in order to manage the
exposure to changing interest rates as a result of having issued loan
commitments to its customers at a specified price and period.  By selling the
mortgages for future delivery, the interest rate risk is minimized.

       CTX borrows money at short-term rates to fund its mortgage loans.
During the 30- to 60-day period between the closing of a loan and delivery of
such loan to the purchaser, CTX earns the interest accrued on the mortgage,
which is normally a higher interest rate than the rate paid on the short-term
loans used to fund the mortgage during this 30- to 60-day holding period.  This
positive spread between the long-term interest rate earned and the short-term
interest rate paid is referred to as "positive carry," and generally represents
one of the important sources of income.





                                       11
<PAGE>   12
Competition and Other Factors

       The mortgage banking industry in the United States is highly
competitive.  CTX competes with other mortgage banking companies as well as
financial institutions to supply mortgage financing at attractive rates to
purchasers of Centex homes as well as to the general public.  During fiscal
1997, Mortgage Banking continued to operate in a very competitive environment.

       CTX is subject to the rules and regulations of, and examinations by, the
FNMA, FHLMC, FHA, VA, Department of Housing and Urban Development ("HUD"),
Government National Mortgage Association ("GNMA") and state regulatory
authorities with respect to originating, processing, underwriting, making,
selling, securitizing and servicing residential mortgage loans.  In addition,
there are other federal and state statutes and regulations affecting such
activities.  These rules and regulations, among other things, impose licensing
obligations on CTX, establish eligibility criteria for mortgage loans, provide
for inspection and appraisals of properties, regulate payment features and, in
some cases, fix maximum interest rates, fees and loan amounts.  CTX is required
to maintain specified net worth levels by, and submit annual audited financial
statements to HUD, VA, FNMA, FHLMC and GNMA and certain state regulators.
CTX's affairs are also subject to examination by the Federal Housing
Commissioner at all times to assure compliance with FHA regulations, policies
and procedures.  Among other federal and state consumer credit laws, mortgage
origination and servicing activities are subject to the Equal Credit
Opportunity Act, the Federal Truth-In-Lending Act, the Real Estate Settlement
Procedures Act and the regulations promulgated under such statutes, which
prohibit discrimination and unlawful kickbacks and referral fees and require
the disclosure of certain information to borrowers concerning credit and
settlement costs.  Many of these regulatory requirements are designed to
protect the interest of consumers, while others protect the owners or insurers
of mortgage loans.  Failure to comply with these requirements can lead to loss
of approved status, demands for indemnification or loan repurchases from
investors, class action lawsuits by borrowers, administrative enforcement
actions and, in some cases, rescission or voiding of the mortgage loan by the
mortgagor.

       During fiscal 1995, Centex Home Equity Corporation ("CHEC"), formerly
known as Nova Credit Corporation (through March 31, 1997), entered the "B & C"
(sub-prime) mortgage and second lien markets, originating "B & C" first
mortgages and second mortgages for home improvements and home equity lines of
credit. The Company's mortgage lending activities consist of originating and
selling home equity loans.  These loans are primarily secured by one- to
four-family residential properties, including low- and high-rise condominiums,
single-family detached homes, single-family attached homes and planned unit
developments.  Home equity lending is made to borrowers for the purpose of
refinancing existing mortgage loans, debt consolidation, home improvements and
a variety of other purposes.

       Other financial-related services provided by CTX affiliates include
acting as an agent for the issuance of homeowners' insurance policies and title
insurance policies. Since the beginning of fiscal year 1995, CTX has entered
into joint venture agreements with nine third-party home builders to provide
mortgage origination for homes built by such home builders. At March 31, 1997,
these operations had 36 offices in 4 states.
       
       In April 1996, Centex acquired substantially all of the assets of
Advanced Financial Technology, Inc.  ("Adfitech") and Loan Processing
Technologies, Inc. ("LPT"), both headquartered in Oklahoma City, Oklahoma.
Adfitech is one of the largest and lowest cost providers of mortgage quality
control services, and LPT owns and operates an automated mortgage processing
system.  The acquisitions should expand and create more flexible mortgage
processing capacity for Financial Services, enhancing Financial Services'
existing systems capabilities.  LPT is also offering these processing services
to other mortgage companies.

SAVINGS AND LOAN

       In December 1988, Centex acquired the operations of four Texas savings
and loan associations under the Federal Savings and Loan Insurance
Corporation's (the "FSLIC") assisted transactions process commonly known as the
"Southwest Plan".  The acquisition was made by Texas Trust, a federal stock
savings bank and an indirect wholly-owned subsidiary of Centex.





                                       12
<PAGE>   13
       In December 1994, Texas Trust negotiated an early termination of various
agreements with the Federal Deposit Insurance Corporation (as successor to the
FSLIC), and in December 1994 sold Texas Trust's branch operations to a
financial institution and all deposit liabilities were assumed by the
purchaser.  Immediately following the branch sale, Texas Trust was dissolved,
thereby completing Centex's exit from the savings and loan industry.

CONSTRUCTION PRODUCTS

       Centex's Construction Products operations include the manufacture,
production, distribution and sale of portland cement (a basic construction
material which is the essential binding ingredient in concrete), gypsum
wallboard, readymix concrete and aggregates (sand and gravel).

       During the quarter ended June 30, 1994, CXP completed an initial public
offering of 51% of its stock and began trading on the NYSE under the symbol
"CXP".  As a result of CXP's repurchase of its own stock during the quarter
ended June 30, 1996, Centex's ownership interest in CXP has increased to more
than 50% (51.4% as of March 31, 1997).  Accordingly, CXP's financial statements
for the year ended March 31, 1997 have been consolidated with those of Centex.
References to CXP include its subsidiaries unless the context otherwise
requires.

CEMENT

       CXP operates cement plants in Buda, Texas; LaSalle, Illinois; Fernley,
Nevada and Laramie, Wyoming.  The plants in Buda and LaSalle are owned by
separate joint ventures in which CXP has a 50% interest.  The kiln start-up
dates of the cement plants were as follows: Buda, Texas, 1978 (expanded 1983);
LaSalle, Illinois, 1974; Fernley, Nevada (2 kilns), 1964 and 1969 and Laramie,
Wyoming (2 kilns), 1988 and 1996.  All four of the cement plants are
fuel-efficient dry process plants.

       The Company's net cement production, excluding the joint venture
partners' 50% interest in the Buda and LaSalle plants, totaled 1.9 million tons
both in fiscal 1997 and 1996.  Total net cement sales were 2.1 million tons
both in fiscal 1997 and 1996, as all four cement plants sold all of the product
they produced.  During the past two years, the Company purchased minimal
amounts of cement from others to be resold.

Raw Materials and Fuel Supplies

       The principal raw material used in the production of portland cement is
calcium carbonate in the form of limestone.  Limestone is obtained principally
from the quarries owned or leased by CXP or the joint ventures and located in
close proximity to the plants.  Other raw materials used in substantially
smaller quantities than limestone are sand, clay, iron ore and gypsum, which
are either obtained from reserves owned or leased by CXP or the joint ventures
or are purchased from outside suppliers and are readily available.  CXP's
management estimates that its primary raw material reserves, either owned,
leased or available, will be adequate to permit production at present
capacities for the foreseeable future at all four of the existing plants.

       The Company's cement plants use coal as their primary fuel, but are
equipped to burn natural gas as an alternative.  The Company has not used
hazardous waste-derived fuels in its plants.  The Buda and LaSalle plants have
been permitted to burn, and are burning, scrap tires as a partial fuel
alternative.  Electric power is also a major cost component in the manufacture
of cement.  The Company has sought to diminish overall power costs by adopting
interruptible power supply agreements which may expose CXP to some production
interruptions during periods of power curtailment.

Markets and Distribution

       The principal markets for CXP's cement are Texas and Western Louisiana
(serviced by the Buda, Texas plant); Illinois and Southern Wisconsin (serviced
by the LaSalle, Illinois plant); Nevada (except Las Vegas) and Northern
California (serviced by the Fernley, Nevada plant) and Wyoming, Utah, Southern
Idaho, Northern Colorado and Western Nebraska (serviced by the Laramie, Wyoming
plant).





                                       13

<PAGE>   14

       Distribution of cement is generally made by common carriers or customer
pickup and, to a lesser degree, by trucks owned and operated by CXP.  In
addition, the Company transports cement principally by rail to its storage and
distribution terminals located in Roanoke (D/FW), Waco, Corpus Christi, Houston
and Orange, Texas; Hartland, Wisconsin; Sacramento, California; Denver,
Colorado; Salt Lake City, Utah; Rock Springs, Wyoming; North Platte, Nebraska
and Bliss, Idaho, from which further distribution occurs.

       Cement produced by the Company's cement plants is sold primarily to
readymix concrete producers and paving contractors.  No single customer
accounts for as much as 10% of the Company's total cement sales.

Competition and Other Factors

       The cement business is highly competitive.  In every regional market in
which Centex sells cement, one or more other domestic producers compete for the
available business.  In addition, foreign companies compete in most of the
Company's markets by importing cement into the U.S.  CXP competes by operating
efficient cement plants, merchandising a high quality product and providing
good service and competitive pricing.  The Company also sells cement from
terminals to expand each cement plant's marketing area.

       Demand for cement is highly cyclical and is closely related to the
general level of the economy, new housing starts, government construction
programs and other construction activities.  The cement business is seasonal
and requires some build-up of inventory during the winter, particularly in
northern states, to meet peak demands from spring into the fall.

GYPSUM WALLBOARD

       CXP owns and operates three gypsum wallboard manufacturing facilities,
two located in Albuquerque and nearby Bernalillo, New Mexico and one located
near Vail, Colorado.  The Albuquerque plant was acquired in 1985 and was
operated until early 1991.  Following the start-up of the Bernalillo plant in
the spring of 1990, the Company elected to discontinue operations at the
Albuquerque plant due to weak market conditions.  Operations at the Albuquerque
plant were recommenced in May 1993 due to improvements in wallboard demand and
higher prices.  On February 26, 1997, CXP purchased the equity interest of a
company that owned the gypsum wallboard plant and accompanying electric power
cogeneration facility near Vail, Colorado.  The plant originally commenced
production in early 1990 and had been operated by an independent producer until
the acquisition by CXP.

       The Company mines and extracts gypsum and then manufactures gypsum
wallboard by first pulverizing quarried gypsum, then placing it in a calciner
for conversion into plaster.  The plaster is mixed with various chemicals and
water to produce a mixture known as slurry, which is inserted between two
continuous sheets of recycled paperboard on a high-speed production line and
allowed to harden.  The resulting sheets of gypsum wallboard are then cut to
appropriate lengths, dried and bundled for sale.

Raw Materials and Fuel Supplies

       The Company mines and extracts gypsum rock, the principal raw material
used in the manufacture of wallboard, from mines and quarries owned, leased or
subject to claims owned by the Company and located near its plants.  The New
Mexico and Colorado mines and quarries are estimated to contain approximately
60 million tons and 7 million tons of proved and probable gypsum reserves,
respectively.  Based on its current production capacity, the Company estimates
that the life of its existing gypsum rock reserves is approximately 100 years
and 20 years, respectively.

       The Colorado plant controls 99 unpatented placer mining claims on 1,980 
acres of land under the jurisdiction of the U.S. Bureau of Land Management. The
land, which is adjacent to the present quarry, has not been drilled and
therefore, the reserves cannot be classified as proven or probable. Management
believes that these claims contain substantial quantities of gypsum rock.




                                       14

<PAGE>   15
       Paper used in manufacturing gypsum wallboard is purchased by the Company
from third party suppliers. Approximately 40% of the Company's requirements are
under contract for a two year period with an annual automatic renewal. The
remainder of the paper requirements are purchased on the open market from
various suppliers. The Company does not believe that the loss of a supplier
would have a material, adverse effect on its business.

       The Company's wallboard plants use large quantities of natural gas and
electrical power.  The Vail, Colorado plant's power is supplied by the
cogeneration power facility acquired along with the gypsum wallboard plant in
February, 1997.

Markets and Distribution

       The Company markets wallboard to numerous building materials dealers,
wallboard specialty distributors, home center chains and other customers
located throughout the U.S.  No single customer accounted for as much as 10% of
the Company's total gypsum wallboard sales during fiscal 1997.

       Although wallboard is distributed principally in regional markets, the
Company and certain other producers have the ability to ship wallboard by rail
outside their usual regional distribution area to take advantage of these other
regional increases in demand.  The Company's rail distribution capabilities
permit it to reach customers in all states west of the Mississippi River and
many eastern states.  In addition, the Company maintains a distribution center
in Albuquerque, New Mexico and four reload yards in Florida, Alabama and
Illinois.

Competition and Other Factors

       The gypsum wallboard industry is highly competitive.  There are nine
principal manufacturers of wallboard operating a total of 73 plants.  The
Company estimates that the three largest producers, none of which is the
Company, account for 80% of wallboard sales in the U.S.  Competition among
wallboard producers is primarily on a regional basis, with local producers
benefiting from lower transportation costs, and to a lesser extent on a
national basis.  Because of the commodity nature of the product, competition is
based principally on price and, to a lesser extent, on product quality and
customer service.

       The principal sources for demand for gypsum wallboard are residential
construction, repair and remodeling and non-residential construction.  While
the gypsum wallboard industry is highly cyclical, recent growth in the repair
and remodeling segment, together with certain trends in new residential
construction activity, have partially mitigated the impact of fluctuations in
overall levels of new construction.

READYMIX CONCRETE AND AGGREGATES

       CXP's readymix concrete and aggregates operations are located in Austin,
Texas and Northern California. During fiscal 1996, CXP sold its
aggregates-only, marginally profitable, nonstrategic production facility near
Fort Worth, Texas.  In addition, CXP has a 10,000 acre aggregates deposit in
Northern California which contains in excess of 2 billion tons of reserves.
The Company sells aggregates from this deposit in the Sacramento, California
area and nearby counties.

ENVIRONMENTAL MATTERS

       The construction products industry, including the operations of the
Company's Construction Products Group, is regulated by federal, state and local
laws and regulations pertaining to several areas including human health and
safety and environmental compliance (collectively, "Environmental Laws").  The
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of
1986, as well as analogous laws in certain states, create joint and several
liability for the cost of cleaning up or correcting releases to the environment
of designated hazardous substances.  Among those who may be held jointly and
severally liable are those who generated the waste, those who arranged for
disposal, those who owned or operated the disposal site or facility at the time
of disposal, and current owners.  In general, this liability is imposed in a
series of 




                                       15

<PAGE>   16
governmental proceedings initiated by the identification of a site for initial
listing as a "Superfund site" on the National Priorities List or a similar
state list and the identification of potentially responsible parties who may be
liable for cleanup costs.  None of the Company's sites are listed as a
"Superfund site."

       The Company's Construction Products operations are also potentially
affected by the Resource Conservation and Recovery Act ("RCRA"), which is the
primary federal statute governing the management of solid waste and which
includes stringent regulation of solid waste that is considered hazardous
waste.  Such operations generate nonhazardous solid waste which may include
cement kiln dust ("CKD").  Because of a RCRA exemption, known as the Bevill
Amendment, CKD generated in the Company's operations is currently not
considered a hazardous waste under RCRA, pending completion of a study and
recommendations to Congress by the U.S. Environmental Protection Agency ("U.S.
EPA").  Nevertheless, such CKD is still considered a solid waste and is
regulated primarily under state environmental laws and regulations.  The U.S.
EPA completed its review of CKD and has decided to promulgate regulations to
govern the handling and disposal of CKD which will supersede the Bevill
Amendment.  The Bevill Amendment will remain in effect until those regulations
are in place.

       In the past, the Company collected and stored CKD on-site at its cement
plants.  The Company continues to store such CKD at its Illinois, Nevada and
Wyoming cement plants and at a former plant site in Corpus Christi, Texas,
which is no longer in operation.  The Company's cement kilns utilize coal,
natural gas, minimal amounts of self-generated waste oil, and scrap tires in
the Illinois and Texas plants, as fuel.  Currently, the Company recycles
substantially all CKD related to present operations at all of its cement
facilities.  When the U.S. EPA removes the CKD exemption and develops
particular CKD management standards in the future, the Company might be
required to incur significant costs in connection with its CKD.  CKD that comes
in contact with water might produce a leachate with an alkalinity high enough
to be classified as hazardous and might also leach certain hazardous trace
metals therein.

       Another RCRA concern in the cement industry involves the historical
disposal of refractory brick containing chromium.  Such refractory brick was
formerly widely used in the cement industry to line cement kilns.  The Company
currently crushes spent refractory brick and uses it as raw feed, but such
brick does not contain chromium.

       The Clean Air Act Amendments of 1990 (the "Amendments") provided
comprehensive federal regulation of all sources of air pollution and
established a new federal operating permit and fee program for virtually all
manufacturing operations.  The Amendments will likely result in increased
capital and operational expenses for the Company in the future, the amounts of
which are not presently determinable.  The Company's U.S. operations have
submitted detailed permit applications and will pay increased recurring permit
fees.  In addition, the U.S. EPA is developing regulations for toxic air
pollutants under these Amendments for a broad spectrum of industrial sectors,
including portland cement manufacturing.  The U.S. EPA has indicated that the
new maximum available control technology standards could require significant
reduction of air pollutants below existing levels prevalent in the industry.
Management has no reason to believe, however, that these new standards would
place the Company at a competitive disadvantage.

       The Federal Water Pollution Control Act, commonly known as the Clean
Water Act ("Clean Water Act"), provides comprehensive federal regulation of all
sources of water pollution.  In September 1992, the Company filed a number of
applications under the Clean Water Act for National Pollutant Discharge
Elimination System ("NPDES") stormwater permits.

       Management believes that the Company's current procedures and practices
in its operations, including those for handling and managing materials, are
consistent with industry standards.  Nevertheless, because of the complexity of
operations and compliance with Environmental Laws, there can be no assurance
that past or future operations will not result in operational errors,
violations, remediation or other liabilities, or claims.  Moreover, the Company
cannot predict what Environmental Laws will be enacted or adopted in the future
or how such future Environmental Laws will be administered or interpreted.
Compliance with more stringent Environmental Laws, as well as potentially more
vigorous enforcement policies of regulatory agencies or stricter interpretation
of existing Environmental Laws, could necessitate significant capital outlays.




                                       16

<PAGE>   17
       With respect to some of the Company's Construction Products quarries
used for the extraction of raw materials for its cement and gypsum operations
and for the mining of aggregates for its aggregates operations, the Company is
obligated under certain of its permits and certain regulations to engage in
reclamation of land within the quarries upon completion of extraction and
mining.  The Company generally accrues the reclamation costs for a specific
quarry over the life of the quarry.

CONTRACTING AND CONSTRUCTION SERVICES

       Centex's contracting and construction services work is performed
nationwide.  As a group, Centex's Contracting and Construction Services
subsidiaries rank as one of the largest building contractors in the country as
well as one of the largest U.S.-owned construction groups.  The Construction
Group is made up of four firms with various geographic locations and project
niches.  Healthcare facility construction has represented nearly 40% of its
business mix during recent years.  New contracts for fiscal 1997 totaled $981
million versus $857 million for fiscal 1996.  The backlog of uncompleted
contracts at March 31, 1997 was $1.11 billion, compared to $1.20 billion at
March 31, 1996.  The group's principal subsidiaries are as follows:

       CENTEX CONSTRUCTION COMPANY, INC. -  This entity, which emerged from the
       combination of Centex Bateson Construction Company, Inc., Centex-Simpson
       Construction Company, Inc., and Centex Landis Construction Co., Inc., is
       headquartered in Dallas, Texas with operational offices in Virginia and
       Louisiana.  This company will pursue competitively bid projects
       nationwide, in addition to negotiated work in its regional market areas.

       CENTEX-RODGERS CONSTRUCTION COMPANY -  This nationwide healthcare
       construction specialist is headquartered in Nashville, Tennessee with
       operational offices in San Diego and Sacramento, California; Detroit,
       Michigan and West Palm Beach, Florida.

       CENTEX-ROONEY CONSTRUCTION COMPANY, INC. -  This Ft. Lauderdale-based
       subsidiary performs all types of work, principally within the state of
       Florida.

       CENTEX FORCUM LANNOM, INC. -  This company, which focuses on industrial
       client construction projects, is located in Dyersburg, Tennessee and
       operates in Tennessee and surrounding states.

       As a general contractor or construction manager, Centex provides the
supervisory personnel for the construction of the building or facility.  In
addition, Centex may perform varying amounts of the actual construction work on
a project, but will generally hire subcontractors to perform the majority of
the work.  As a result, the Company's Contracting and Construction Services
operations require a relatively small asset base.

       Construction contracts are primarily entered into under two formats:
competitively-bid and negotiated jobs.  In a competitively-bid format, Centex
will bid a fixed amount for which it will agree to construct the project based
on an evaluation of detailed plans and specifications.  In a negotiated job,
the contractor bids a fee (fixed or percentage) over the cost of the project
and, in many instances, agrees that the final cost will not exceed a designated
amount.  Such contracts may include a provision whereby the owner will pay a
part of any savings from the guaranteed amount to the contractor.  The
Company's highest margins in contracting operations have historically been on
competitively-bid jobs.  Currently, the margins on competitively-bid and
negotiated jobs are about equal.  On average, about half of Centex's projects
are competitively-bid, public jobs and the other half are negotiated contracts
with private owners.  The Company's public work for federal, state and local
governments includes hospitals, jails, airports, parking garages, office
buildings, military facilities, post offices and convention and performing arts
centers.  Most of Centex's private owner contracts are for hotels, medical
facilities and office buildings, plus some correctional facilities and shopping
centers.




                                       17

<PAGE>   18
Competition and Other Factors

       The construction industry is very competitive, and Centex competes with
numerous other companies.  With respect to competitively-bid projects and
negotiated healthcare work, Centex generally competes throughout the United
States and with local, regional and national contractors, depending upon the
nature of the project.  For negotiated projects other than healthcare, Centex's
subsidiaries compete primarily in the general geographical area where they are
located and with other local, regional and national contractors.  Centex
solicits new projects by attending project bid meetings and meeting with
builders and owners and through existing customers.  Centex competes
successfully on the basis of its reputation, financial strength, knowledge and
understanding of its clients' needs.

       The Company's Contracting and Construction Services operations are
affected by federal, state and local laws and regulations relating to worker
health and workplace safety as well as Environmental Laws.  With respect to
health and safety matters, the Company believes that appropriate precautions
are taken to protect employees and others from workplace hazards.  Current
Environmental Laws may require the Company's operating subsidiaries to work in
concert with project owners to acquire the necessary permits or other
authorizations for certain activities, including the construction of projects
located in or near wetland areas.  The Company's Contracting and Construction
Services operations are also affected by Environmental Laws regulating the use
and disposal of hazardous materials encountered during demolition operations.

       The Company believes that the Contracting and Construction Services
Group's current procedures and practices are consistent with industry standards
and that compliance by the Construction Group with the health and safety laws
and Environmental Laws does not constitute a material burden or expense for the
Company.

       The Company's Contracting and Construction Services operations obtain
materials and services from numerous sources.  The Company believes that its
construction companies can deal effectively with any problems they may
experience in the supply of materials and services.

EMPLOYEES

       The breakdown of employees by line of business as of March 31, 1997 is
presented in the following table:

<TABLE>
<CAPTION>
       Line of Business            Employees
       ----------------            ---------
       <S>                             <C>
       Home Building
         Housing                       2,385
         Manufactured Housing          1,042
       Investment Real Estate             15
       Financial Services              2,360
       Construction Products           1,053
       Contracting and
         Construction Services         1,544
       Other Operations                  453
       Corporate                          74
                                       -----
                                       8,926
                                       =====
</TABLE>







                                       18

<PAGE>   19
ITEM 2.  PROPERTIES

       The Company, in connection with its Construction Products operations,
operates cement plants, quarries and related facilities at Buda, Texas;
LaSalle, Illinois; Fernley, Nevada and Laramie, Wyoming.  The Buda and LaSalle
plants are owned by separate joint ventures in which CXP has a 50% interest.
The Company's principal aggregate plants and quarries are located in Austin,
Texas and Marysville, California.  In addition, the Company operates gypsum
wallboard plants in Albuquerque and nearby Bernalillo, New Mexico and near
Vail, Colorado.

       In April, 1994, the Company's formerly wholly-owned subsidiary, Centex
Construction Products, Inc., completed the sale of 51% of its stock through an
initial public offering.  As a result of repurchases during fiscal year 1997 by
CXP of its common stock from the public, Centex now owns approximately 51.4% of
the outstanding shares of CXP Common Stock.

       The Company, through its Manufactured Housing operations, owns two of
its three facilities in the Phoenix, Arizona area, renting the third facility,
and will lease a fourth facility currently under construction in Belen, New
Mexico.

       Except for encumbrances on the Company's leasehold interest in the
Belen, New Mexico facility (which is not material to the Company), none of the
Company's facilities are pledged as security on its debts.

   
       See "Item 1. Business" on pages 5-18 of this Report for additional
information relating to the Company's properties.
    

ITEM 3.  LEGAL PROCEEDINGS

       The management of the Company believes that none of the litigation
matters in which the Company or any subsidiary is involved would have a
material adverse effect on the consolidated financial condition or operations
of the Company.

       The Harrah's New Orleans Casino 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 Landis Construction Co., Inc. ("Centex
Landis") and its subcontractors filed claims against the partnership for
completed but unpaid work.  Centex Landis also filed a lawsuit against Harrah's
Entertainment, Inc., parent company of the major partner in the partnership, to
recover its claims.  In late November 1996, Centex Landis and Harrah's reached
a settlement which is conditioned upon Harrah's plan of reorganization becoming
effective.  It appears possible that the plan may become effective in the
summer of 1997, assuming approval by the legislature of Louisiana of pending
changes to the license agreement between the State and Harrah's. Approval by
the legislature is by no means certain. If the plan does go into effect,
Harrah's will pay $34 million in settlement of the claims of Centex Landis and
its subcontractors.  Upon payment of such sum, Centex Landis will resume
construction of the casino. If the plan does not become effective, no assurance
can be given as to how the claims of Centex and its subcontractors will be
ultimately resolved.

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

       None.

EXECUTIVE OFFICERS OF CENTEX (SEE ITEM 10 OF PART III)

       The following is an alphabetical listing of the Company's executive
officers, as such term is defined under the rules and regulations of the
Securities and Exchange Commission.  All of these executive officers except for
John T.  Egeland have been employed by the Company and/or one or more
subsidiary of the Company for at least the past five years.  All of these
executive officers except for John T. Egeland were elected by the Board of
Directors of the Company at its Annual Meeting on July 25, 1996, to serve until
the next Annual Meeting of Directors or until their respective successors are
duly elected and qualified.  There is no family relationship between any of
these officers.





                                       19
<PAGE>   20
<TABLE>
<CAPTION>
                 NAME                  AGE                                POSITIONS WITH CENTEX                      
 -----------------------------------   ---        -------------------------------------------------------------------
 <S>                                   <C>        <C>
 John T. Egeland                       42         Executive Vice President (since May 1997); Associates First
                                                  Capital Corporation--Senior Vice President (from August 1995 to
                                                  April 1997); Gemini Exploration Company--President (from August
                                                  1993 to August 1995); Northpark National Bank (Currently Comerica
                                                  Bank-Texas)--Executive Vice President and Chief Investment Officer
                                                  (from September 1989 to August 1993)

 Timothy R. Eller                      48         President, Chief Executive Officer and Chief Operating Officer of
                                                  Centex Real Estate Corporation (President and Chief Operating
                                                  Officer since January 1990; Chief Executive Officer since July
                                                  1991; Executive Vice President from July 1987 to January 1990)

 William J Gillilan III                51         Chairman, Centex Housing Group (since January 1997); President and 
                                                  Chief Operating Officer (President from July 1991; until January 1997; 
                                                  Chief Operating Officer from January 1990 until January  1997; Executive 
                                                  Vice President from July 1989 until July 1991)

 Laurence E. Hirsch                    51         Chairman of the Board and Chief Executive Officer (Chairman of the
                                                  Board since July 1991; Chief Executive Officer since July 1988;
                                                  President from March 1985 until July 1991)

 David W. Quinn                        55         Vice Chairman of the Board and Chief Financial Officer (Vice
                                                  Chairman of the Board since May 1996; Chief Financial Officer
                                                  since February 1987; Executive Vice President from February 1987
                                                  until May 1996)

 Raymond G. Smerge                     53         Vice President, Chief Legal Officer, General Counsel and Secretary
                                                  (Vice President and Chief Legal Officer since September 1985;
                                                  General Counsel and Secretary since April 1993)

 Barry G. Wilson                       38         Controller (Controller since July 1996; Assistant Controller from
                                                  April 1990 to July 1996)
</TABLE>



                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

       (See Item 7 below.)

ITEM 6.  SELECTED FINANCIAL DATA

       (See Item 7 below.)





                                       20
<PAGE>   21
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

       The information called for by Items 5, 6 and 7 is incorporated herein by
reference to the information set forth under the following captions (on the
page or pages indicated) in the Centex 1997 Annual Report:

<TABLE>
<CAPTION>                                                             
      ITEMS               CAPTION IN THE CENTEX 1997 ANNUAL REPORT      Pages
      -----               ----------------------------------------      -----
        <S>       <C>                                                   <C>
        5         Stock Prices and Dividends                              2
                                                                      
        5         Indebtedness (Note (E) to Consolidated Financial    
                  Statements of Centex)                                 28-29
                                                                      
        6         Summary of Selected Financial Data                    50-51
                                                                      
        7         Short-term Debt and Long-term Debt (Note (E) to     
                  Consolidated Financial Statements of Centex)          28-29
                                                                      
        7         Management's Discussion and Analysis of Results of  
                  Operations and Financial Condition                    42-48
</TABLE>                                                              

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The information called for by this Item 8 is incorporated herein by
reference to the Centex 1997 Annual Report as set forth in the Index to
Consolidated Financial Statements and Schedules on page 22 of this Report (see
Item 14).

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

       None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       (See Item 11 below.)

ITEM 11.  EXECUTIVE COMPENSATION

       Except for the information relating to the executive officers of the
Company, which follows Item 4 of Part I of this Report, the information called
for by Items 10, 11, 12 and 13 is incorporated herein by reference to the
information included and referenced under the following captions in the
Company's Proxy Statement for the July 24, 1997 Annual Meeting of Stockholders
(the "1997 Centex Proxy Statement"):

<TABLE>
<CAPTION>
        ITEM           CAPTION IN THE 1997 CENTEX PROXY STATEMENT
        ----           ------------------------------------------
        <S>       <C>
        10        Election of Directors
                  
        10        Section 16(a) Compliance
                  
        11        Executive Compensation
                  
        12        Security Ownership of Management and Certain Beneficial
                  Owners
                  
        13        Certain Transactions
</TABLE>





                                       21
<PAGE>   22
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       (See Item 11 above.)

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       (See Item 11 above for information respecting indebtedness to Centex of
certain officers and directors.)

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

       (a) The following documents are filed as part of this Report:

           (1) and (2) See the Index to Consolidated Financial Statements and
           Schedules below for a list of the Financial Statements and
           Financial Statement schedules filed herewith.
        

           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
                                                                             CENTEX 1997 
                                                                            ANNUAL REPORT
                                                                                PAGES    
                                                                            -------------
<S>                                                                               <C>
CENTEX CORPORATION AND SUBSIDIARIES
Data incorporated by reference to the Centex 1997 Annual Report:
       Report of Independent Public Accountants   . . . . . . . . . . . . .        41
       Statements of Consolidated Earnings for the Years Ended
           March 31, 1997, 1996 and 1995  . . . . . . . . . . . . . . . . .        19
       Consolidated Balance Sheets as of March 31, 1997 and 1996  . . . . .       20-21
       Statements of Consolidated Cash Flows for the Years Ended
           March 31, 1997, 1996 and 1995  . . . . . . . . . . . . . . . . .        22
       Statements of Consolidated Stockholders' Equity
           for the Years Ended March 31, 1997, 1996 and 1995                       23
       Notes to Consolidated Financial Statements . . . . . . . . . . . . .       24-40
       Quarterly Results (Unaudited)  . . . . . . . . . . . . . . . . . . .        49
</TABLE>

       Consolidated supporting schedules have been omitted either because the
required information is contained in notes to the consolidated financial
statements or because such schedules are not required or are not applicable.

           (3) EXHIBITS

           The information on exhibits required by this Item 14 is set forth in
           the Centex Index to Exhibits appearing on pages 42-44 of this Report.

       (b) Reports on Form 8-K:

           None.





                                       22
<PAGE>   23
                                   SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) 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
                                                                         
                                 
 June 27, 1997                     By: /s/ LAURENCE E. HIRSCH                
                                      -----------------------------------------
                                           Laurence E. Hirsch, Chairman of the
                                           Board and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
 this report has been signed below by the following persons on behalf of the
 registrant in the capacities and on the dates indicated.



 June 27, 1997                         /s/ LAURENCE E. HIRSCH                 
                                    -------------------------------------------
                                           Laurence E. Hirsch, Chairman of the 
                                           Board and Chief Executive Officer
                                           (principal executive officer)
                                   
                                                                      
                                   
 June 27, 1997                         /s/ DAVID W. QUINN                   
                                   --------------------------------------------
                                           David W. Quinn, Vice Chairman of the
                                           Board and Chief Financial Officer
                                           (principal financial officer)
                                   
                                   
 June 27, 1997                         /s/ BARRY G. WILSON                   
                                   --------------------------------------------
                                           Barry G. Wilson, Controller
                                           (principal accounting officer)
                                   
                                   
                                   
                       Directors:  Alan B. Coleman, Dan W. Cook III, William J 
                                   Gillilan III,  Laurence E. Hirsch, Clint W. 
                                   Murchison, III, Charles H. Pistor, David W. 
                                   Quinn, Paul R. Seegers, Paul T. Stoffel
                                   
                                   
 June 27, 1997                      By:/s/ LAURENCE E. HIRSCH                  
                                       ----------------------------------------
                                           Laurence E. Hirsch,
                                           Individually and as
                                           Attorney-in-Fact*
                                   
                                   

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

         *Pursuant to authority granted by powers of attorney, copies of which
          are filed herewith.





                                       23
<PAGE>   24
                                    PART B.

                    3333  HOLDING CORPORATION AND SUBSIDIARY
                      AND CENTEX DEVELOPMENT COMPANY, L.P.

PREFATORY STATEMENT

       PART B of this Report includes information relating to 3333 Holding
Corporation ("Holding"), File No. 1-9624, and subsidiary, and Centex
Development Company, L.P. ("CDC" or the "Partnership"), File No. 1-9625.  See
the Joint Explanatory Statement on page 2 of this Report.  References to
Holding in this Report shall include references to its subsidiary, 3333
Development Corporation, a Nevada corporation and the sole general partner of
CDC ("Development"), unless the context otherwise requires.  Because CDC is a
separate reporting entity under the Exchange Act, the information required by
Form 10-K is separately included even though CDC may be deemed a "subsidiary"
of Holding under the rules and regulations of the Securities and Exchange
Commission (the "Commission" or the "SEC") promulgated pursuant to the Exchange
Act. Accordingly, information provided with respect to CDC should be deemed
provided with respect to Holding to the extent appropriate.  Information
relating to both Holding and CDC is included herein as a single disclosure
where applicable or appropriate; all other information is set forth separately.
Reference is made to PART A of this Report for information relating separately
to Centex Corporation ("Centex") and its subsidiaries.

                                     PART I

ITEM 1.  BUSINESS

       (a) Holding

       Holding is a Nevada corporation incorporated on May 5, 1987.  Its
executive offices are located at 2728 N. Harwood, Dallas, Texas 75201;
telephone (214) 981-6700.

       Holding owns all of the outstanding common stock of Development, and, as
a result, has the ability to control Development.  Development is the sole
general partner of CDC, a Delaware limited partnership engaged in the real
estate development business.  Information concerning the acquisition of the
capital stock of Development by Holding is included in Note (A) of the Notes to
Combining Financial Statements of Holding and CDC (the "Holding/CDC Combining
Financial Statements") included on page 57 of the Holding/CDC 1997 Annual
Report, which Note (A) is incorporated herein by this reference.

       The principal liability of Holding is a note payable to Centex which had
an unpaid balance of $7,000,000 at March 31, 1997.  See "Item 13.  Certain
Relationships and Related Transactions".  Presently, Holding is not engaged in
any business other than its ownership and control of Development.  The Amended
and Restated Agreement of Limited Partnership of Centex Development Company,
L.P. (the "Partnership Agreement"), which governs the operations of CDC,
provides that neither Holding nor Development shall be permitted, prior to
payout (as defined in the Partnership Agreement) ("Payout") to own business
interests or to engage in business activities other than those relating to CDC.
Were Holding to engage in any other business activities, the Partnership
Agreement would need to be amended to provide for the same.

       (b)  CDC

                        GENERAL DEVELOPMENT OF BUSINESS

       CDC is a Delaware limited partnership formed in March 1987 by Centex to
broaden its line of business to include general real estate development.
Centex believed that this expansion would improve stockholder value through
longer-term real estate investments, real estate development and the benefits
of the partnership form of business.  Because the real estate development
business generally requires a longer time horizon to maximize value than
Centex's core homebuilding





                                      24
<PAGE>   25
operations, and typically involves substantial acquisition and development
indebtedness, Centex concluded that this new line of business could best be
conducted through CDC, an independent, publicly traded entity which is not
consolidated with Centex for financial reporting purposes.  Development, a
wholly-owned subsidiary of Holding, is the sole general partner of CDC.  CDC's
executive offices are located at 2728 N. Harwood, Suite 800, Dallas, Texas
75201; telephone (214) 981-6700.

       CDC was formed to manage, develop and sell (i) certain real estate,
principally nonresidential, undeveloped land (the "Original Properties"),
contributed to CDC by certain wholly-owned subsidiaries of Centex (the
"Original Limited Partners"), and (ii) other properties acquired by CDC in the
ordinary course of business (the "Additional Properties").  Pursuant to the
initial issuance of Partnership units (the "Distribution"), the Original
Limited Partners received an aggregate of 1,000 Class A Units of limited
partnership interest in CDC (the "Class A Units") in exchange for the Original
Properties, which at the time of their contribution to CDC, had a market value
of approximately $76 million.  All of the 1,000 Class A Units are currently
owned by Centex affiliates.  Under the Partnership Agreement, the holders of
the Class A Units of limited partnership interest are entitled to a 9%
preferred return (the "Preferred Return") on their unrecovered capital and
certain other distributions of cash and other property and allocations of
income and loss in preference to other limited partners.  See Note (F) of the
Notes to the Holding/CDC Combining Financial Statements included on pages 61-62
of the Holding/CDC 1997 Annual Report, which Note (F) is incorporated herein by
this reference.

       Shortly after March 1987, when CDC was formed, the market for real
estate development of the type contemplated for CDC at its formation began to
deteriorate, and for several years was not particularly attractive.  In fact,
soon after CDC was formed, this market suffered a recession and was heavily
saturated for an extended period of time with depressed properties being
disposed of by the Resolution Trust Corporation, banks and other financial
institutions.  Accordingly, new development opportunities were limited and
certain of CDC's properties did not reach the potential necessary to achieve
the originally targeted objectives.  Notwithstanding the foregoing, Centex
management continues to believe that the original purposes for the formation of
CDC remain valid.

       CDC has actively been developing and selling the Original Properties.
Of the twenty-four Original Properties contributed to the Partnership, only
four remain.  CDC has also acquired, developed, sold, or otherwise disposed of
Additional Properties, including two projects in the Orlando, Florida area
which were developed into nearly 1,150 residential lots, a portion of a 1,077
acre development in San Clemente, California zoned for residential and
commercial development, and the Timberhill Shopping Center in Sonora,
California.  Most recently, CDC joint ventured the development of an apartment
project in College Station, Texas.  The project is currently being marketed for
sale.  During fiscal 1997 CDC formed a limited partnership with Centex
Multi-Family Company, a Centex affiliate, to design and develop pre-sold
apartment complexes.  The initial areas targeted for development include land
owned by CDC and Centex affiliates.

       Given recent improvement in certain real estate markets and the economy
in general, CDC management is evaluating the potential for development of
retail facilities and other types of real estate for investment or sale in
certain strategic markets, either directly or through partnerships or joint
ventures with others.  Management of Centex and CDC and Holding believe that
the existing relationships between them, including development and general
management assistance, are necessary in order to maximize the potential for
these additional development activities.

                         DESCRIPTION OF CDC SECURITIES

       Pursuant to the terms of a nominee agreement among Centex Holding, CDC
and the Nominee (the "Nominee Agreement") restrictions are imposed on the
transfer of the Holding Common Stock and the Stockholder Warrants separate from
Centex Common Stock.  Centex may, in its sole discretion, terminate the Nominee
Agreement as to all or any portion of the Stockholder Warrants and the Holding
Common Stock (collectively, the "Deposited Securities") and, unless sooner
terminated, the Nominee Agreement will terminate as to the Stockholder Warrants
on November 30, 2007 (the "Scheduled Detachment Date").  Centex is not
obligated to terminate the Nominee Agreement as to the Holding Common Stock.
The termination of the Nominee Agreement as to any of the Deposited Securities
will cause a detachment ("Detachment") of such securities from the Centex
Common Stock.  Upon a termination of the Nominee Agreement, certificates
evidencing





                                      25
<PAGE>   26
each Centex Stockholder's pro rata portion of the Deposited Securities in
respect of which the Nominee Agreement was terminated will be delivered to the
Centex Stockholders of record as of the record date set for the Detachment.
From and after such record date, certificates evidencing Centex Common Stock
will no longer represent the beneficial interest in the detached Deposited
Securities.

                       NARRATIVE DESCRIPTION OF BUSINESS

       In general, the Partnership Agreement authorizes CDC to engage in all
aspects of the real estate business, provided that all activities related to
the Original Properties must be conducted pursuant to the Plan for Original
Properties, which is an exhibit to the Partnership Agreement (the "Plan").  The
Plan prescribes in general terms the manner by which CDC will conduct its
activities in respect to the Original Properties, including guidelines as to
sales, maintenance and zoning of the Original Properties, and places
restrictions on these and other types of activities, including, in certain
instances, the sale of any Original Property without the consent of its limited
partners.

       CDC continues to analyze potential uses for certain of the remaining
Original Properties in order to determine the highest and best use that can be
made of the tracts.  CDC will decide whether to seek zoning changes to
accommodate a higher use, further develop these properties, or to seek the sale
of all or a portion thereof.  If not developed sooner, the Plan provides that
CDC will generally endeavor to sell the remaining Original Properties over time
for the best price available, taking into account the condition of the
marketplace and CDC's cash flow requirements.
                                                  
       The Partnership had a backlog of land sales of approximately $14 million
as of March 31, 1997, and $6 million as of March 31, 1996.  The ultimate sales
prices may vary due to contractual clauses that adjust the price depending upon
the closing date.

       Pursuant to an agreement with CDC (the "Management Agreement"), Holding
is obligated to provide property management and development assistance and
expertise to CDC, including seeking zoning changes and special use permits,
negotiating utility agreements, and securing necessary rights of way and access
on behalf of CDC, and, consistent with the Plan, to develop and/or contract for
sale and sell on behalf of CDC some or all of such properties in exchange for
compensation for its efforts.  Since Holding currently does not have any
employees, it contracts with Centex subsidiaries to provide such services to
CDC.  Management of CDC believes that CDC receives these services at a cost
below that which unaffiliated third parties would charge for similar services.
See "Item 10.  Directors and Executive Officers of the Registrant--Management
Agreement".

       Centex and its affiliates continue to conduct many facets of real estate
development and, for this reason, may be in competition with CDC in certain
activities and projects.  Because the relationship between Centex and its
affiliates, on the one hand, and Holding, Development and CDC, on the other
hand, involve decisions by Centex and its affiliates, directly or indirectly,
on behalf of Holding, Development and CDC, the transactions and activities of
Holding, Development and/or CDC may lack the benefit of arm's length bargaining
and may involve conflicts of interest.  Holding, Development and CDC believe,
however, that adequate safeguards, including Boards of Directors of Holding and
Development consisting of a majority of independent directors, sufficiently
prevent any such conflicts from adversely affecting the business of Holding,
Development or CDC.  To the extent that any conflict of interest or the lack of
arm's length bargaining may benefit Centex or its affiliates, on the one hand,
or CDC or Holding, on the other hand, the combined value of the three tandem
traded securities (Centex Common Stock, Holding Common Stock and Stockholder
Warrants) beneficially owned by a Centex Stockholder should not be affected one
way or another.  See "Competition and Regulation" below in this Item 1.

       CDC is not a real estate investment trust, and therefore CDC's
activities are not subject to the restrictions imposed on real estate
investment trusts qualified under the Internal Revenue Code of 1986, as
amended.

       For additional information concerning material properties owned by CDC
at March 31, 1997, see "Item 2.  Properties".





                                       26
<PAGE>   27
                           COMPETITION AND REGULATION

       Within the geographical areas where the remaining Original Properties
and the Additional Properties are located, CDC is subject to substantial
competition from other owners of similarly-situated or developed properties who
wish to sell or develop their properties, many of whom may hold or be in the
process of developing more parcels than CDC,  or may have greater financial
resources and longer operating histories than CDC.  CDC may also compete in the
acquisition of additional desirable properties with a variety of investors,
including Centex and its affiliates, and institutional investors and
developers, seeking similar investments.

       CDC's properties are generally located in geographical areas where there
is moderate to good demand for land suitable for development, including
Florida, New Jersey and Texas.  Management believes the CDC properties are well
positioned to compete with similar properties within each of these geographic
areas.

       Ownership and development of each of CDC's properties is subject to
licensing and regulation by zoning, land use, environmental, health, sanitation
and other agencies in the state and/or municipality in which the property is
located.  Difficulties or failures in obtaining the required licenses or
approvals could delay or prevent the development or sale of any of such
properties.  In addition, certain of the Original Properties and the Additional
Properties may be subject to zoning limitations that may not permit development
of such properties for their highest and best use.  The ability of CDC to
obtain favorable zoning changes may affect the ultimate value of such
properties to CDC or to a third-party purchaser.

ITEM 2.  PROPERTIES

       (a) Holding

       Due to the nature of its business, Holding does not own or hold for
investment any real or personal properties other than cash, receivables and
other similar assets, and the securities relating to its subsidiary,
Development.

       (b) CDC

       The remaining Original Properties and the Additional Properties consist
of properties located in Texas, New Jersey and Florida.  Such properties
predominantly consist of undeveloped sites zoned for light industrial,
agricultural, general retail, office industrial, business park, research and
development and single-family and multi-family residential property purposes.

       At March 31, 1997, there were four remaining Original Properties owned
by CDC.  None of the Additional Properties are considered material.  Set forth
below is a brief description of such properties, including the present zoning.

       Colony South Planning Unit.  Colony South Planning Unit is located in
suburban Dallas, Texas in the cities of The Colony (approximately 272 acres)
and Lewisville (approximately 121 acres).  The Colony acreage is zoned office,
general retail, and  business park.  The Lewisville acreage is zoned light
industrial.

       East Windsor.  East Windsor is a development comprised of approximately
600 acres with residential tracts, farm parcels and 100 acres of office
industrial zoned property in East Windsor, New Jersey, a township located in
the vicinity of Princeton.  At March 31, 1997 there were 485 remaining acres
owned by CDC.  One hundred seventy-four quarter acre lots and 46 half acre lots
have been sold to Centex Homes, a general partnership wholly-owned by Centex
Real Estate Corporation ("CREC") and subsidiaries of CREC. Zoning is in place
for an additional 274 quarter acre lots and 76 half acre lots.     

       Bryan Place.  Bryan Place is located in Dallas, Texas just east of
downtown and Central Expressway.  It is comprised of 20 non-contiguous parcels,
zoned office, commercial, retail and residential ranging from approximately
2,000 square feet to 154,000 square feet.  The total area of the property is
approximately 674,000 square feet of which 578,000 square feet are Original
Properties and the balance are Additional Properties.





                                      27
<PAGE>   28
       Carrollton Property.  The Carrollton Property is located in the City of
Carrollton, a suburb of Dallas, Texas.  This property consists of one office
and five fabrication-warehouse buildings on approximately 17 acres, zoned
industrial, with a rail spur.  This property is leased to Centex Homes through
March 31, 1998; however, subsequent to year end this property was sold to
Centex Homes for $2,866,000.  See "Item 13. Certain Relationships and Related
Transactions."

ITEM 3.  LEGAL PROCEEDINGS

       Holding is not a party to, and its assets are not the subject of, any
material pending legal proceedings.  CDC may be involved from time to time in
litigation matters incident to its day-to-day business; however, management of
Development believes that such litigation, if determined unfavorably to CDC,
would not have a material adverse effect on the financial condition or
operations of CDC.

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

       None.

EXECUTIVE OFFICERS OF HOLDING AND DEVELOPMENT

       Information concerning the present executive officers of Holding is set
forth below.  All of such officers have served in their capacities since the
organization of Holding, except as indicated.  CDC has no executive officers.
The executive officers of Holding set forth below hold the same offices in
Development, the general partner of CDC, as disclosed in "Item 10. Directors
and Executive Officers of the Registrant--Directors and Executive Officers of
Development".

<TABLE>
<CAPTION>
              NAME                                POSITION                                  AGE
              ----                                --------                                  ---
 <S>                                         <C>                                            <C>
 J. Stephen Bilheimer                        President (1)                                  65

 Kimberly A. Pinson                          Vice President and Treasurer (2)               32
</TABLE>


(1)    Mr. Bilheimer is an employee of Centex Development Management Company
       ("CDMC"), a wholly-owned subsidiary of Centex, and served as Executive
       Vice President of CREC from April 1987 until March 31, 1988.  Mr.
       Bilheimer was a director of Development from its date of incorporation
       until his resignation as of June 1, 1987 and was re-elected to the
       Board of Directors of Development on May 24, 1989.  Since April 1, 1988,
       Mr. Bilheimer has devoted a majority of his time to the business and
       affairs of Holding and Development.

(2)    Ms. Pinson is an employee of Vista Properties Company, a division of 
       Centex Homes, and serves as Vice President, Treasurer, and Controller of
       Vista as well as of Holding.  Ms. Pinson joined Vista Properties, Inc. 
       (now CREC) in March 1993 and was elected to her present positions with   
       Holding as of July 23, 1996.  Prior thereto, Ms. Pinson was employed by
       MBNA Information Services, a Dallas-based credit card processing
       company, from 1990 to 1993.  Positions held include Manager of Finance
       and Accounting and Manager of Administrative Planning.

       All executive officers of Holding are elected annually by the Board of
Directors to serve until the next annual meeting of the Board of Directors or
until their successors have been duly elected.  There are no family
relationships among or between such executive officers or the directors.
Holding's executive officers hold the same positions with its subsidiary,
Development.

       Holding has no full-time employees.  The directors and executive
officers perform all executive management functions; all other services
necessary to the conduct of Holding's business are performed by employees of a
subsidiary of Centex or its designee under a services agreement.  See "Item 10.
Directors and Executive Officers of the Registrant--Services Agreement".





                                       28
<PAGE>   29
                                    PART II

ITEM 5.  MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       (a) Holding

       Except as additionally provided below, the information called for by
this Item 5 with respect to Holding is incorporated herein by reference to (1)
the Joint Explanatory Statement on page 2 of this Report, (2) the information
included and referenced under the caption "Stock Prices and Dividends" on page
2 of the Centex 1997 Annual Report and (3) the information included in Notes
(F) and (G) of the Notes to the Holding/CDC Combining Financial Statements on
pages 61-63 of the Holding/CDC 1997 Annual Report.

       Prior to the date of the distribution, Centex owned all of the issued
and outstanding shares of Holding Common Stock and, accordingly, there was no
public market for such shares.  Following the distribution by Centex, shares of
Holding Common Stock have been tradeable only in tandem with, and as a part of,
shares of Centex Common Stock, and may not be separately sold or otherwise
transferred.  Therefore, except with respect to the trading market established
for the tandem traded securities, there is no separate market for shares of
Holding Common Stock.  Because of the tandem trading arrangement, it is not
possible to identify precisely the portion of the market price of the tandem
traded securities allocable to shares of Holding Common Stock.

       The restrictions on the transfer of the Holding Common Stock and the
Stockholder Warrants separate from Centex Common Stock are imposed by the terms
of the Nominee Agreement.  Centex Common Stock certificates issued after the
date of the Nominee Agreement bear a legend referring to the restrictions on
transfer imposed thereby.

       No dividends have been paid on shares of Holding Common Stock since the
incorporation of Holding.  Future cash dividends on Holding Common Stock will
depend on the earnings, financial condition, capital requirements and other
factors affecting Holding and Development.

       The provisions of the loan agreement and pledge and security agreement
relating to Holding's $7,700,000 note to Centex (the "Holding Note"), which had
a balance of $7,000,000 at March 31, 1997, include certain restrictive
covenants that limit the extent to which Holding and its subsidiaries
(including Development but not CDC or any Operating Partnership) may create,
assume or guarantee additional indebtedness, pledge or encumber certain of
their assets or otherwise take certain corporate actions.  These covenants
include limitations on (a) incurring, assuming or guaranteeing any other
indebtedness, except indebtedness which provided for all payments of principal
to be made after April 1, 1998, indebtedness that is fully and completely
subordinated on terms satisfactory to Centex, and certain trade debt, (b)
creating any additional liens other than statutory liens for taxes, certain
mechanics' and materialmen's liens and other similar liens, (c) effecting a
merger or consolidation, (d) selling property and (e) declaring any dividends
or making certain other shareholder payments, as defined.  Holding's
obligations under the Holding Note are secured by a pledge of all of the issued
and outstanding shares of the common stock of Development pursuant to a pledge
and security agreement under which a default by Holding in the performance of
its obligations could give Centex the right to vote such shares, to seek the
registration under the Securities Act of 1933, as amended, of all or a portion
thereof, and to sell such shares to satisfy Holding's obligations.  See "Item
13. Certain Relationships and Related Transactions" and Note (G) of the Notes
to the Holding/CDC Combining Financial Statements included on pages 62-63 of
the Holding/CDC 1997 Annual Report, which Note (G) is incorporated herein by
reference.

       (b) CDC

       Except as additionally provided below, the information called for by
this Item 5 with respect to CDC is incorporated herein by reference to (1) the
Joint Explanatory Statement on page 2 of this Report, (2) the information
included and referenced under the caption "Stock Prices And Dividends" on page
2 of the Centex 1997 Annual Report and (3) the information included in Notes
(F) and (G) of the Notes to the Holding/CDC Combining Financial Statements on
pages 61-63 of the Holding/CDC 1997 Annual Report.





                                      29
<PAGE>   30
       The Stockholder Warrants were issued to Centex immediately prior to the
November 30, 1987 Distribution to Centex Stockholders and, accordingly, there
was no public market for the Stockholder Warrants prior to the Distribution.
Following the Distribution by Centex, the Stockholder Warrants have been
tradeable only in tandem with, and as part of, shares of Centex Common Stock,
and may not be separately sold or otherwise transferred.  Therefore, except
with respect to the trading market established for the tandem traded
securities, there is no separate market for the Stockholder Warrants.  Because
of the tandem trading arrangement, it is not possible to identify precisely the
portion of the market price of the tandem traded securities allocable to the
Stockholder Warrants.

       The restrictions on the transfer of the Stockholder Warrants and the
Holding Common Stock separate from Centex Common Stock are imposed by the terms
of the Nominee Agreement among Centex, Holding, CDC and the Nominee.  Centex
Common Stock certificates issued after the date of the Nominee Agreement bear a
legend referring to the restrictions on transfer imposed thereby.

       No dividends or distributions have been made on the Stockholder Warrants
since their issuance.

       Centex affiliates are the present holders of all of the Class A Units,
and accordingly, at this time there is no public market for such securities.
See "Item 1. Business--General Development of Business".  In July 1995, in
conjunction with the extension of the automatic detachment date from 1997 to
2007, CREC (now 2728 Holding Corporation), the then sole holder of all Class A
Units, reduced its unrecovered capital, which is defined as the limited
partners' initial capital contributions adjusted for repayments and other
reductions, to $47,261,000 and waived all unpaid preference totaling
$37,523,000.  Unrecovered capital was reduced by an additional $4,500,000
during fiscal 1997 and $10,000,000 during fiscal 1996 through distributions
made by the partnership. Preference payments in arrears at March 31, 1997
amounted to $5,736,000.

ITEM 6.  SELECTED FINANCIAL DATA

       (a) Holding

       The information called for by this Item 6 with respect to Holding is
incorporated herein by reference to the Combining Balance Sheets and the
Combining Statements of Operations included in the Holding/CDC Combining
Financial Statements on pages 55-56 of the Holding/CDC 1997 Annual Report.

       (b) CDC

       The information called for by this Item 6 with respect to CDC is
incorporated herein by reference to the Combining Balance Sheets and the
Combining Statements of Operations included in the Holding/CDC Combining
Financial Statements on pages 55-56 of the Holding/CDC 1997 Annual Report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

       (a) Holding

       The information called for by this Item 7 with respect to Holding is
incorporated herein by reference to the information included and referenced
under the caption "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on page 65 of the Holding/CDC 1997 Annual
Report.

       (b) CDC

       The information called for by this Item 7 with respect to CDC is
incorporated herein by reference to the information included and referenced
under the caption "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on page 65 of the Holding/CDC 1997 Annual
Report.




                                      30
<PAGE>   31
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The information called for by this Item 8 is incorporated herein by
reference to portions of the Holding/CDC 1997 Annual Report indicated in the
Index to Financial Statements on page 39 of this Report (see Item 14).

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

       None.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       (a) Holding

DIRECTORS AND EXECUTIVE OFFICERS OF HOLDING

       Except as additionally provided below, the information called for by
this Item 10 with respect to Holding is incorporated herein by reference to the
information included under the caption "Election of Directors" and the
information included under the caption "Section 16(a) Compliance" in Holding's
proxy statement for the 1997 Annual Meeting of Stockholders of Holding to be
held on July 24, 1997 (the "1997 Holding Proxy Statement"); however, as
required by Instruction 3 to Item 401(b) of Regulation S-K, information
regarding executive officers of Holding is included under the caption
"Executive Officers of Holding" included in Part B of this Report following
Item 4.

SERVICES AGREEMENT

       Holding has no full-time employees.  The directors and executive
officers of Holding, who hold the same directorships and offices in
Development, perform all executive management functions.  See "Item 11.
Executive Compensation".  All tax, accounting, bookkeeping, clerical and
similar services that are necessary to operate the business of Holding are
provided pursuant to a services agreement (the "Services Agreement") entered
into between Holding and Centex Service Company ("CSC"). See "Item 13. Certain
Relationships and Related Transactions".  The term of the Services Agreement is
subject to automatic renewal for successive one-year terms unless either party
elects to terminate the Services Agreement upon at least 30 days written notice
prior to December 31 of any year.  However, the Services Agreement may not be
terminated by Holding (other than in the event of a breach by CSC constituting
gross negligence or willful or wanton misconduct) prior to the payment in full
of the Holding Note, the full and complete detachment of the Stockholder
Warrants from Centex Common Stock or the occurrence of Payout.  Service fees of
$30,000 were paid pursuant to the Services Agreement during fiscal 1997.

       (b) CDC

GENERAL PARTNER AND MANAGEMENT

       CDC has no directors, officers or employees and, instead, is managed by
Development, its sole general partner.  Directors and officers of Development
perform all executive management functions required for CDC.  Except as
provided in the Plan with respect to the Original Properties, the limited
partners of CDC have no power to direct or participate in the control of CDC,
and Development makes all decisions regarding the acquisition, disposition or
development of real estate belonging to CDC and all other decisions regarding
CDC's business or operations.  See "Item 1. Business".  CDC has entered into a
management agreement pursuant to which Holding will operate, manage and develop
the properties of CDC for and on behalf of CDC.  See "Management Agreement"
below in this Item 10. Except for the allocations of profit and loss and
distributions of cash and other property to which Development is entitled under
the Partnership Agreement,





                                       31
<PAGE>   32
and except for the right to be reimbursed for certain expenses, Development
does not receive any compensation from CDC in respect of its duties and
obligations as general partner of CDC.  See "Item 11. Executive Compensation".

DIRECTORS AND EXECUTIVE OFFICERS OF DEVELOPMENT

       Information concerning the present directors and executive officers of
Development is set forth below.  All of such persons have served in their
capacities since the organization of Development, except as indicated.

<TABLE>
<CAPTION>
         NAME                                       POSITION                            AGE
         ----                                       --------                            ---
         <S>                                        <C>                                 <C>
         J. Stephen Bilheimer  . . . . . . . . .    Director and President (1)          65
                                                                                        
         Josiah O. Low, III  . . . . . . . . . .    Director (2)*                       58
                                                                                        
         David M. Sherer . . . . . . . . . . . .    Director (3)*                       60
                                                                                        
         Kimberly A. Pinson  . . . . . . . . . .    Vice President and Treasurer (4)    32
</TABLE>
              
 -------------
       *Member of the audit committee of the Board of Directors.

(1)    Mr. Bilheimer is an employee of CDMC and served as Executive Vice
       President of CREC from April 1987 until March 31, 1988.  Mr. Bilheimer
       was a director of Development from its date of incorporation until his
       resignation as of June 1, 1987.  Mr. Bilheimer was re-elected to the
       Board of Directors on May 24, 1989.

(2)    Mr. Low serves as Senior Vice President of Donaldson, Lufkin & Jenrette
       Securities Corporation (since February 1988).  Mr. Low is also a
       director of Holding.  Mr. Low was elected as a director of Development
       as of June 1, 1987.

(3)    Mr. Sherer has been President of David M. Sherer Associates, Inc., a
       commercial real estate, investment and brokerage firm, for 18 years.
       Mr. Sherer is also a director of Holding.  Mr. Sherer was elected as a
       director of Development as of June 1, 1987.

(4)    Ms. Pinson is an employee of Vista Properties Company, a division of 
       Centex Homes, and serves as Vice President, Treasurer and Controller of
       Vista Properties Company, as well as Holding.  Ms. Pinson joined Vista
       Properties, Inc. (now CREC) in March 1993 and was elected to her present
       positions with Holding as of July 23, 1996.  Prior thereto, Ms. Pinson
       was employed by MBNA Information Services, a Dallas-based credit card
       processing company, from 1990 to 1993.  Positions held include Manager of
       Finance and Accounting and Manager of Administrative Planning.

       All directors are elected annually by the shareholders to serve until
the next annual meeting of stockholders and until their successors have been
elected and qualified, subject to removal by a vote of the holders of not less
than two-thirds of the outstanding shares of the common stock, par value $1.00
per share, of Development.  All executive officers of Development are elected
annually by the Board of Directors to serve until the next annual meeting of
the Board of Directors or until their successors have been duly elected and
qualified.  There are no family relationships among or between Development's
directors or executive officers.

       The current executive officers of Development are employees of Centex or
one of its subsidiaries, and it is presently anticipated that this arrangement
will continue.  See "Item 11. Executive Compensation".

MANAGEMENT AGREEMENT

       All services (other than executive management decision-making) necessary
to operate CDC's business are provided to CDC pursuant to a management
agreement (the "Management Agreement") entered into with Holding.  Under the
Management Agreement, Holding keeps all necessary books and records, and
provides all additional accounting and clerical services that Development may
deem necessary.  Holding's responsibilities related to real estate management
also include ensuring that CDC's properties are operated, managed and
maintained in full compliance with all relevant laws and regulations, that all
real property and any improvements thereon are maintained and repaired, that
all income produced by





                                       32
<PAGE>   33
CDC's properties is collected and that any development on any property is done
in an efficient manner.  Because Holding currently does not have any employees,
it contracts with Centex subsidiaries to provide such services to CDC.

       Holding is entitled to reimbursement from CDC for all reasonable costs
and expenses incurred and paid by Holding in connection with the performance of
its duties and obligations under the Management Agreement, plus a $25,000
quarterly managerial fee.  During fiscal 1997, Holding received $951,000 from
CDC for its services.

       The Management Agreement also provides that Holding will provide,
consistent with the Plan, pre-development and development services on behalf of
CDC, and the Management Agreement specifically provides that Holding is
delegated full authority to carry out and perform on behalf of CDC all aspects
of the Plan.

       The term of the Management Agreement is subject to automatic renewal for
successive one-year terms unless either party elects to terminate the
Management Agreement upon at least 30 days written notice prior to December 31
of any year.  However, it may not be terminated by CDC (other than in the event
of a breach by Holding constituting gross negligence or willful or wanton
misconduct) prior to the latest of the complete detachment of the Stockholder
Warrants from Centex Common Stock, Payout or the payment in full of the Holding
Note.

       From time to time, Holding delegates the performance of certain of its
responsibilities to CSC and CREC, upon terms and conditions to be determined.
These responsibilities may include enhancement of properties owned or
controlled by CDC, for which reasonable additional compensation may be paid by
CDC to Holding pursuant to terms to be negotiated between them.  In turn, some
or all of such additional compensation may be paid by Holding to CSC or CREC.

ITEM 11.  EXECUTIVE COMPENSATION

       Holding and CDC

       The information called for by this Item 11 with respect to Holding and
CDC is incorporated herein by reference to the information included and
referenced under the caption "Executive Compensation" in the 1997 Holding Proxy
Statement.

       CDC does not have any directors, officers or employees, and is managed
by its sole general partner, Development.  Except for the allocations of profit
and loss and distributions of cash and other property to which Development is
entitled under the Partnership Agreement, and except for the right to be
reimbursed for certain expenses, Development does not receive any compensation
from CDC in respect of its duties and obligations as general partner for CDC.
As general partner, Development is entitled to be allocated certain items of
income and loss of CDC and to receive certain distributions of cash from CDC
depending upon the level of income and cash available for distribution and
whether Payout has occurred.  The terms and conditions upon which Development
will be allocated items of income and loss and will receive distributions are
set forth in the Partnership Agreement.  For a summary of these rights and
benefits, see Note (F) of the Notes to the Holding/CDC Combining Financial
Statements included on pages 61-62 of the Holding/CDC 1997 Annual Report, which
Note (F) is incorporated herein by this reference.

       The directors and executive officers of Development perform all
executive management functions for CDC. See "Item 10. Directors and Executive
Officers of the Registrant".  Services required by CDC in its operations are
also provided pursuant to a Management Agreement with Holding pursuant to which
Holding operates, manages and develops the properties of CDC for and on behalf
of CDC.  See "Item 10. Directors and Executive Officers of the
Registrant--Management Agreement".  The executive officers of Development did
not receive any remuneration from Development or CDC for the year ended March
31, 1997.  Directors of Development who are neither officers nor employees of
Development, Centex or Centex's subsidiaries received compensation from
Development in the form of directors' and committee members' fees.  During the
1997 fiscal year, each executive officer of Development received remuneration
from Centex or one of its subsidiaries in his capacity as a director, officer
or employee thereof.  None of the directors or executive officers of
Development received any additional compensation from Centex or any of its
subsidiaries for services rendered on behalf of Development or CDC during the
1997 fiscal year.





                                       33
<PAGE>   34
       During fiscal 1997, J. Stephen Bilheimer, a Director and the President
of Development, and Kimberly A. Pinson, Vice President and Treasurer of
Development, both of whom are employees of subsidiaries of Centex, have devoted
a majority of their time and attention to the management of Development and
Holding.  Mr. Bilheimer and Ms. Pinson provided such services to Development on
behalf of and in their capacities as officers of Holding pursuant to the
Management Agreement.  Each current executive officer of Development continues
to receive remuneration from Centex or one of its subsidiaries in his capacity
as an officer or employee thereof and is not compensated by Development or CDC.

       The directors of Development, who also hold the same directorships in
Holding and are neither officers nor employees of Development, Centex or
Centex's subsidiaries, each receive annually in the form of directors' and
committee members' fees in their capacities as directors and/or committee
members of Development ($10,000) and Holding ($10,000).  In addition,
Development reimburses these directors for the reasonable expenses incurred in
attending directors' and committee meetings.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       (a) Holding

       The information called for by this Item 12 with respect to Holding is
incorporated herein by reference to the information included and referenced
under the caption "Security Ownership of Management and Certain Beneficial
Owners" in the 1997 Holding Proxy Statement.

       (b) CDC

       The following table sets forth certain information with respect to the
ownership of the equity securities of CDC as of May 30, 1997 by Development,
the directors of Development, individually itemized, all directors and
executive officers of Development as a group, and any person known to CDC to be
the beneficial owner of more than 5% of any class of CDC's equity securities.
Except as otherwise indicated, all securities are owned directly, and the
beneficial owner of such securities has the sole voting and investment power
with respect thereto.





                                       34
<PAGE>   35
<TABLE>
<CAPTION>
                                                    NAME OF                       NUMBER OF UNITS        PERCENT
        TITLE OF CLASS*                        BENEFICIAL OWNER**                OR WARRANTS OWNED       OF CLASS
        ---------------                        ------------------                -----------------       --------
 <S>                             <C>                                                  <C>                   <C>
 General Partner Interest (1)    3333 Development Corporation  . . . . . . . .          All                   100%
                                 2728 N. Harwood
                                 Dallas, Texas 75201

 Class A Units (2)               2728 Holding Corporation  . . . . . . . . . .          500                    50%
                                 2728 N. Harwood
                                 Dallas, Texas 75201

                                 Centex Homes  . . . . . . . . . . . . . . . .          500                    50%
                                 2728 N. Harwood
                                 Dallas, Texas 75201

 Stockholder Warrants (3)        3333 Development Corporation  . . . . . . . .           --                    ***

                                 J. Stephen Bilheimer  . . . . . . . . . . . .           --                    ***

                                 Josiah O. Low, III  . . . . . . . . . . . . .           --                    ***

                                 David M. Sherer . . . . . . . . . . . . . . .           --                    ***

                                 All directors and executive officers of
                                 Development as a group (4 persons)  . . . . .           --                    ***

                                 Barclays Global Investors, NA
                                 and Barclays Global Fund Advisor (4)  . . . .           58                  5.82%
                                 45 Fremont Street
                                 San Francisco, California 94105

                                 Sanford C. Bernstein & Co., Inc. (5)  . . . .           91                  9.08%
                                 767 Fifth Avenue
                                 New York, New York 10153

                                 FMR Corp. (6) . . . . . . . . . . . . . . . .          131                 13.07%
                                 82 Devonshire Street
                                 Boston, Massachusetts 02109

                                 The Prudential Insurance Company
                                 of America (7). . . . . . . . . . . . . . . .           56                  5.64%
                                 Prudential Plaza
                                 Newark, New Jersey 07102-3777

 Centex Class B Unit             Centex Corporation  . . . . . . . . . . . . .          100                   100%
   Warrants (8)                  2728 N. Harwood
                                 Dallas, Texas 75201

 Class B Units (9)               Centex Corporation (10) . . . . . . . . . . .          350 (11)               28%  (10)
                                 2728 N. Harwood                                                              
                                 Dallas, Texas 75201
</TABLE>
                    
--------------------

       *Under the terms of the Partnership Agreement, CDC is managed by a sole
       corporate general partner and none  of the present classes of CDC's
       securities are "voting securities" within the meaning of the rules and
       regulations of the Commission promulgated pursuant to the Exchange Act.
       Nonetheless, information with respect to each class of CDC's equity
       securities has been set forth in accordance with such rules and
       regulations.





                                       35
<PAGE>   36
       **The address of any person who is the beneficial owner of more than
       five percent of a class of CDC's securities is also included.

       ***Less than 1%.

(1)    In connection with the formation of CDC, Development made a capital
       contribution to CDC of $767,182, in exchange for Development's general
       partner interest in CDC.  As general partner, Development is entitled to
       receive allocations of income and loss and distributions of property
       from CDC.

(2)    The Class A Units were issued to the Original Limited Partners in
       exchange for the contribution to CDC of the Original Properties.  Record
       title to the Class A Units presently is held by Centex affiliates.  See
       "Item 1.  Business--General Development of Business".  As of the date or
       dates when the Stockholder Warrants are deemed to have been exercised,
       the Class A Units will be automatically converted into (i) a number of
       Class B Units equal to 20% of the total number of Class B Units that
       would be outstanding after conversion based on the actual exercise of
       the Stockholder Warrants and the assumed exercise of all the then
       exercisable Centex Class B Unit Warrants (see footnote (3)) and (ii) a
       like number of Class A Units.  The Class A Units will be automatically
       canceled upon Payout and the exercise and/or expiration of all of the
       Stockholder Warrants and the Centex Class B Unit Warrants.

(3)    The Nominee holds record title to the Stockholder Warrants, which are
       exercisable for Class B Units, for the benefit of Centex Stockholders
       pursuant to the Nominee Agreement.  See "Item 5. Market for Registrant's
       Common Equity and Related Stockholder Matters".  However, the Nominee
       has no power to vote the Class B Units issuable upon exercise of the
       Stockholder Warrants or to direct the investment of the Stockholder
       Warrants or such Class B Units. Beneficial ownership of the Stockholder
       Warrants is, by virtue of the Nominee arrangement, indirect and
       undivided. The number of Stockholder Warrants listed as beneficially
       owned has been rounded to the nearest whole warrant.  The Class B Units
       issuable upon exercise of the Stockholder Warrants have not been shown
       as "beneficially owned" under the rules and regulations of the
       Commission promulgated pursuant to the Exchange Act because the
       beneficial owners of the Stockholder Warrants have no present right to
       exercise the Stockholder Warrants and acquire Class B Units.

(4)    Based solely upon information contained in the Schedule 13G of Barclays
       Global Investors, NA ("BGI"), reporting the ownership of 1,584,882
       shares of Centex Common Stock (and therefore to own a beneficial
       interest in 54 Stockholder Warrants), and Barclays Global Fund Advisors
       ("BGFA"), reporting the ownership of 108,488 shares of Centex Common
       Stock (and therefore to own a beneficial interest in four Stockholder
       Warrants) filed with the SEC on February 14, 1997 (the "Barclays 13G"),
       with respect to Centex Common Stock owned as of December 31, 1996.
       According to the Barclays 13G, such number includes 1,473,715 shares
       (and therefore to own a beneficial interest in 50 Stockholder Warrants)
       over which BGI had sole voting power, 1,584,882 shares (and therefore to
       own a beneficial interest in 54 Stockholder Warrants) over which BGI had
       sole dispositive power and 108,488 shares (and therefore to own a
       beneficial interest in four Stockholder Warrants) over which BGFA had
       sole voting and dispositive power.

(5)    Based solely upon information contained in the Schedule 13G of Sanford
       C. Bernstein & Co., Inc. ("Bernstein") filed with the SEC on January 30,
       1997 (the "Bernstein 13G") with respect to Centex Common Stock owned as
       of December 31, 1996.  According to the Bernstein 13G, such number
       includes 1,417,121 shares (and therefore to own a beneficial interest in
       49 Stockholder Warrants) over which Bernstein had the sole power to
       direct the vote, 292,208 shares (and therefore to own a beneficial
       interest in ten Stockholder Warrants) over which Bernstein had shared
       voting power and 2,641,957 shares (and therefore to own a beneficial
       interest in 91 Stockholder Warrants) over which Bernstein had sole
       dispositive power.

(6)    Based solely upon information contained in the Schedule 13G/A (Amendment
       No. 10) of FMR Corp. filed with the SEC on February 10, 1997 with
       respect to Centex Common Stock owned as of December 31, 1996 (the "FMR
       13G").  According to the FMR 13G, such number includes 16,784 shares
       (and therefore to own a beneficial interest in one Stockholder Warrant)
       over which FMR Corp. had the sole power to vote or direct the vote and
       3,802,072





                                       36
<PAGE>   37
       shares (and therefore to own a beneficial interest in 131 Stockholder
       Warrants) over which FMR Corp. had sole dispositive power.  The
       ownership interest of one investment company, Fidelity Magellan Fund,
       amounted to 1,487,700 shares of Centex Common Stock.

(7)    Based solely upon information contained in the Schedule 13G/A (Amendment
       No. 2) of The Prudential Insurance Company of America ("Prudential")
       filed with the SEC on February 6, 1997 with respect to Centex Common
       Stock owned as of December 31, 1996 (the "Prudential 13G").  According
       to the Prudential 13G, such number includes 231,400 shares (and
       therefore to own a beneficial interest in eight Stockholder Warrants)
       over which Prudential had sole voting or dispositive power, 1,391,320
       shares (and therefore to own a beneficial interest in 48 Stockholder
       Warrants) over which Prudential had shared voting power and 1,409,820
       shares (and therefore to own a beneficial interest in 48 Stockholder
       Warrants) over which Prudential had shared dispositive power.

(8)    On November 30, 1987, Centex acquired from CDC 100 warrants (the "Centex
       Class B Unit Warrants") to purchase a like number of Class B Units,
       subject to adjustment, pursuant to an agreement for purchase of
       warrants.  The Centex Class B Unit Warrants are generally in the same
       form as, and contain the same terms as, the Stockholder Warrants, except
       for the manner in which they may be subdivided (and the corresponding
       exercise price) and the applicable exercise period.  See Note (F) of the
       Notes to the Holding/CDC Combining Financial Statements included on
       pages 61-62 of the Holding/CDC 1997 Annual Report, which Note (F) is
       herein incorporated by this reference.

(9)    Presently, there are no Class B Units issued or outstanding.

(10)   When issued, record title to 200 of these Class B Units will be held by
       the owners of the Class A Units.  See footnote (2).

(11)   The Class B Units that may be acquired upon conversion of outstanding
       Class A Units as of the date of the exercise of the Stockholder
       Warrants, which date Centex may indirectly determine by virtue of its
       ability, in its sole and absolute discretion, to determine the date of
       detachment of the Stockholder Warrants from Centex Common Stock, and the
       Class B Units that may be acquired upon exercise of the Centex Class B
       Unit Warrants, are included as "beneficially owned" pursuant to the
       rules and regulations of the Commission promulgated pursuant to the
       Exchange Act.  See footnotes (2) and (3).  The number of Class B Units
       and the percentage of class listed assume that the Stockholder Warrants
       and the Centex Class B Unit Warrants have been exercised in full for
       Class B Units but that no subdivision of any of the warrants has
       occurred; however, both the Stockholder Warrants and the Centex Class B
       Unit Warrants may be subdivided or combined and any such subdivision or
       combination would necessarily change the number of Class B Units
       beneficially owned and the percent of class represented thereby.

       All of the issued and outstanding shares of Development have been
pledged to secure the Holding Note.  See "Item 5. Market for Registrant's
Common Equity and Related Stockholder Matters".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       (a) Holding

       The information called for by this Item 13 with respect to Holding is
incorporated herein by reference to the information included under the caption
"Certain Transactions" in the 1997 Holding Proxy Statement.

       (b) CDC

       Holding entered into a services agreement in May, 1987 with CSC, whereby 
CSC provides certain tax, accounting and other similar services for Holding 
at a fee of $2,500 per month.  Service fees of $30,000 were paid pursuant to 
this agreement for fiscal year 1997.


                                       37
<PAGE>   38
       CDC has entered into an agreement with Holding to provide management
services to CDC in connection with the development, operation and maintenance
of CDC property and other administrative services.  Management fees and
reimbursable costs totaling $951,000 were incurred under this agreement during
fiscal 1997.

       In connection with Holding's acquisition of additional shares of common
stock of Development in 1987, Holding borrowed $7,700,000 from Centex pursuant
to a secured promissory note (the "Holding Note").  The Holding Note, which had
a fluctuating balance during 1997, bears interest, payable quarterly, at the
prime rate of interest of NationsBank of Texas, N.A. ("NationsBank") plus 1%
(9.5% at May 30, 1997).  As of May 30, 1997, the outstanding principal balance
of the Holding Note was $3,362,000.  The Holding Note is secured by a pledge of
all the issued and outstanding shares of Development.  The Holding Note, as
amended, matures on the earlier to occur of April 1, 1998 or the last
detachment of Holding Common Stock and the Stockholders Warrants from Centex
Common Stock pursuant to the Nominee Agreement.  There was interest expense of
$508,000 related to the Holding Note for the year ended March 31, 1997.

       In fiscal year 1997, CDC sold to Centex Homes certain tracts of land for
$3,814,000 and has agreements to purchase an additional 29 lots from CDC.

       In 1987, Development advanced $7,700,000 to a wholly-owned subsidiary of
Centex pursuant to an unsecured note and related loan agreement.  The note
bears interest, payable quarterly, at the prime rate of interest of NationsBank
plus 7/8% (9 3/8% at May 30, 1997).  As of May 30, 1997, the outstanding
principal balance on the note was $7,700,000.  The note, as amended, matures on
April 30, 1998.  Fiscal year 1997 interest income on the note totaled $713,000.

       Centex Homes has guaranteed a bank line of credit for CDC (currently 
$5,000,000) to utilize in conjunction with development of lots to be sold to 
Centex Homes.  This line of credit, which had an outstanding balance of $-0- 
at May 30, 1997, bears interest at LIBOR plus 3/4% (6 7/16% at May 30, 1997), 
and is unsecured.

       CDC owns property in the City of Carrollton, a suburb of Dallas, Texas,
which consists of one office and five fabrication-warehouse buildings on
approximately 17 acres.  CDC leases this property to Centex Homes pursuant to a
five-year lease terminating on March 31, 1998.  For fiscal 1997, CDC received
rent from Centex Homes for this property in the amount of $200,000.  Subsequent
to year end, this property was sold to Centex Homes for $2,866,000.





                                       38
<PAGE>   39
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

       (a) The following documents are filed as part of this Report:

           (1) and (2) See the Index to Financial Statements below for a list
           of the Financial Statements filed herewith.

                         INDEX TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                              HOLDING/CDC
                                                                              1997 ANNUAL
                                                                              REPORT PAGES
                                                                              ------------
<S>                                                                             <C>
3333 HOLDING CORPORATION AND SUBSIDIARY AND
       CENTEX DEVELOPMENT COMPANY, L.P.   
Data incorporated by reference to the Holding/CDC
       1997 Annual Report:
       Report of Independent Public Accountants   . . . . . . . . . . .           53
       Combining Balance Sheets as of March 31, 1997 and 1996   . . . .           55
       Combining Statements of Operations and Cash Flows
              for the Years Ended March 31, 1997, 1996 and 1995   . . .           56
       Combining Statements of Stockholders' Equity and
              Partners' Capital for the Years
              Ended March 31, 1997, 1996 and 1995   . . . . . . . . . .           57
       Notes to Combining Financial Statements  . . . . . . . . . . . .         57-63
       Quarterly Results (Unaudited)  . . . . . . . . . . . . . . . . .           64
</TABLE>

              All other schedules are omitted because they are not applicable
or the required information is shown in the financial statements or notes
thereto.

           (3) EXHIBITS

           (A) Holding

              The information on exhibits required by this Item 14 is set forth
in the Holding Index to Exhibits appearing on pages 45-46 of this Report.

           (B) CDC

              The information on exhibits required by this Item 14 is set forth
in the CDC Index to Exhibits appearing on pages 47-49 of this Report.

       (b) Reports on Form 8-K:

       Neither Holding nor CDC filed any reports on Form 8-K during the quarter
ended March 31, 1997.





                                       39
<PAGE>   40
                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) 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               
                                                                               
                                                                               
 June 27, 1997                     By:        /s/ J. STEPHEN BILHEIMER         
                                      -----------------------------------------
                                                  J. Stephen Bilheimer,        
                                                        President

        Pursuant to the requirements of the Securities Exchange Act of 1934,
 this report has been signed below by the following persons on behalf of the
 registrant in the capacities and on the dates indicated.



 June 27, 1997                                /s/ J. STEPHEN BILHEIMER         
                                   --------------------------------------------
                                                  J. Stephen Bilheimer,        
                                                        President              
                                            (principal executive officer)      
                                                                               
                                                                               
                                                                               
 June 27, 1997                                /s/ KIMBERLY PINSON              
                                   --------------------------------------------
                                                  Kimberly Pinson,             
                                            Vice President and Treasurer       
                                             (chief accounting officer)        
                                                                               
                       Directors:  J. Stephen Bilheimer, Josiah O. Low, III,   
                                   David M. Sherer                             
                                                                               
                                   
 June 27, 1997                      By:       /s/ J. STEPHEN BILHEIMER    
                                       ----------------------------------------
                                                  J. Stephen Bilheimer,
                                                  Individually and as
                                                    Attorney-in-Fact*

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

         *Pursuant to authority granted by powers of attorney, copies of which
          are filed herewith.





                                       40
<PAGE>   41
                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, 3333 Development Corporation, as general partner of, and
on behalf of, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
                                   
                                       CENTEX DEVELOPMENT COMPANY,  L.P.  
                                  ----------------------------------------
                                                 Registrant
                              
                              
                              By: 3333 Development Corporation, General Partner
                              
 June 27, 1997                By:      /s/ J. STEPHEN BILHEIMER           
                                  ----------------------------------------
                                           J. Stephen Bilheimer,
                                                 President
                              
        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of 3333
Development Corporation, as general partner of, and on behalf of, the
registrant in the capacities and on the dates indicated.


                                   
 June 27, 1997                         /s/ J. STEPHEN BILHEIMER           
                              --------------------------------------------
                                           J. Stephen Bilheimer,
                                                 President
                                     (principal executive officer)
                              
                              
 June 27, 1997                         /s/ KIMBERLY PINSON      
                              --------------------------------------------
                                           Kimberly Pinson,
                                     Vice President and Treasurer
                                      (chief accounting officer)
                              
                              
                              
                  Directors:  J. Stephen Bilheimer, Josiah O. Low, III, 
                              David M. Sherer
                              
                              
 June 27, 1997                By:      /s/ J. STEPHEN BILHEIMER           
                                 -----------------------------------------
                                           J. Stephen Bilheimer,
                                            Individually and as
                                              Attorney-in-Fact*
                  
--------------------

    *Pursuant to authority granted by powers of attorney, copies of which are 
     filed herewith.





                                       41
<PAGE>   42
                               INDEX TO EXHIBITS

                              CENTEX CORPORATION
                               AND SUBSIDIARIES

<TABLE>
<CAPTION>
  EXHIBIT                                                             FILED HEREWITH OR
  NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
  -------                     -------                             -------------------------
 <S>        <C>                                           <C>
 3.1        Restated Articles of Incorporation of         Exhibit 3.1 to Annual Report on Form 10-K
            Centex.                                       of Centex Corporation ("Centex") (File
                                                          No. 1-6776) for fiscal year ended March
                                                          31, 1993 ("Centex 1993 Form 10-K")

 3.2        By-laws of Centex.                            Exhibit 3.2 to Centex 1993 Form 10-K

 4.1        Specimen Centex common stock certificate      Exhibit 4.3 to Joint Registration
            (with tandem trading legend and Rights        Statement of Centex, 3333 Holding
            Agreement legend).                            Corporation ("Holding") and Centex
                                                          Development Company, L.P. ("CDC"), on
                                                          Form S-8 filed with the Securities and
                                                          Exchange Commission ("the Commission") on
                                                          June 2, 1997 (the "1997 Form S-8")

 4.2        Nominee Agreement, dated November 30,         Exhibit 4.2 to Centex 1993 Form 10-K
            1987, by and between Centex, Holding and
            CDC, and Chemical Bank, as successor
            nominee.


 4.3        Agreement for Purchase of Warrants, dated     Exhibit 4.3 to Centex 1993 Form 10-K
            as of November 30, 1987, by and between
            Holding and Centex.

 4.4        Rights Agreement, dated as of October 2,      Exhibit 1 to Form 8-A Registration
            1996, between Centex and ChaseMellon          Statement of Centex dated October 2, 1996
            Shareholder Services, LLC, as rights
            agent.

 4.5        Instruments with respect to long-term debt    N/A
            which do not exceed 10% of the total
            assets of Centex and its subsidiaries have
            not been filed.  Centex agrees to furnish
            a copy of such instruments to the
            Commission upon request.

</TABLE>





                                       42



<PAGE>   43

                               INDEX TO EXHIBITS

                              CENTEX CORPORATION
                         AND SUBSIDIARIES--CONTINUED

<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 10.1       Centex Corporation Stock Option Plan, as      Exhibit 10.1 to Centex 1993 Form 10-K
            amended.*

 10.2       Centex Corporation 1987 Stock Option Plan,    Exhibit 4.7 to the 1997 Form S-8 as filed
            as amended.*                                  with the Commission on June 2, 1997


 10.3       Credit Agreement, dated as of May 1, 1987,    Exhibit 10.2 to Amendment No. 3, dated
            by and between Holding and Centex and         November 24, 1987, to Registration
            related (i) Promissory Note, dated May 1,     Statement of Holding on Form 10 (File No.
            1987, executed by Holding and payable to      1-9624), dated July 12, 1987
            the order of Centex in the principal
            amount of $7,700,000 and (ii) Pledge and
            Security Agreement, dated as of May 1,
            1987, executed by Holding in favor of
            Centex.

 10.4       Executive Employment Agreement, dated as      Exhibit 10.6 to Centex 1993 Form 10-K
            of September 17, 1990, between Centex and
            Laurence E. Hirsch.*

 10.5       Executive Employment Agreement, dated as      Exhibit 10.7 to Centex 1993 Form 10-K
            of January 18, 1991, between Centex and
            David W. Quinn.*

 10.6       Executive Employment Agreement, dated as      Exhibit 10.8 to Centex 1993 Form 10-K
            of January 18, 1991, between Centex and
            William J Gillilan III.*

 10.7       Centex Corporation $2,000,000 Subordinated    Exhibit 10.8 to Centex 1995 Form 10-K
            Convertible Note issued to Laurence E.
            Hirsch on March 1, 1995.*

 10.8       Supplemental Executive Retirement Plan of     Exhibit 10.9 to Centex 1995 Form 10-K
            Centex Corporation.*

 13         Portions of Centex 1997 Annual Report and     Filed Herewith.
            Holding/CDC 1997 Annual Report.**

 21.1       List of Subsidiaries of Centex.               Filed Herewith.
</TABLE>





                                       43
<PAGE>   44
                               INDEX TO EXHIBITS

                               CENTEX CORPORATION
                          AND SUBSIDIARIES--CONTINUED

<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 23.1       Consents of Independent Public                Filed Herewith.
            Accountants.

 24.1       Powers of Attorney.                           Filed Herewith.

 27.1       Financial Data Schedule.                      Filed Herewith.
</TABLE>

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

 *       Management contract or compensatory plan or arrangement.

 **      With the exception of the information expressly incorporated by
         reference in this Report from the Centex 1997 Annual Report and the
         Holding/CDC 1997 Annual Report, these two annual reports are not
         deemed filed with the Commission as part of this Report.





                                       44
<PAGE>   45
                               INDEX TO EXHIBITS

                            3333 HOLDING CORPORATION
                                 AND SUBSIDIARY

<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 3.1        Articles of Incorporation of Holding.         Exhibit 3.2a to Amendment No. 1, dated
                                                          October 14, 1987 ("Amendment No. 1"), to
                                                          the Registration Statement of Holding on
                                                          Form 10 (File No. 1-9624), dated July 12,
                                                          1987 (the "Holding Registration
                                                          Statement")

 3.2        By-laws of Holding, as amended.               Exhibit 3.2 to Annual Report on Form 10-K
                                                          of Holding (File No. 1-9624) for fiscal
                                                          year ended March 31, 1993 (the "Holding
                                                          Form 10-K")

 4.1        Specimen Holding common stock                 Exhibit 4.1 to Amendment No. 1
            certificate.

 4.2        Specimen Centex common stock certificate      Exhibit 4.3 to 1997 Form S-8
            (with tandem trading legend and Rights
            Agreement legend).

 4.3        Nominee Agreement, dated as of November       Exhibit 4.3 to Holding Form 10-K
            30, 1987, by and between Centex, Holding
            and CDC, and Chemical Bank, as successor
            nominee.

 4.4        Agreement for Purchase of Warrants, dated     Exhibit 4.4 to Holding Form 10-K
            as of November 30, 1987, by and between
            Holding and Centex.

 10.1       Services Agreement, dated as of May 5,        Exhibit 10.1 to Amendment No. 3, dated
            1987, by and between Holding and Centex       November 24, 1987 ("Amendment No. 3"), to
            Service Company.                              the Holding Registration Statement


 10.2       Credit Agreement, dated as of May 1, 1987,    Exhibit 10.2 to Amendment No. 3
            by and between Holding and Centex and
            related (i) Promissory Note, dated May 1,
            1987, executed by Holding and payable to
            the order of Centex in the principal
            amount of $7,700,000 and (ii) Pledge and
            Security Agreement, dated as of May 1,
            1987, executed by Holding in favor of
            Centex.
</TABLE>





                                       45
<PAGE>   46
                               INDEX TO EXHIBITS

                            3333 HOLDING CORPORATION
                           AND SUBSIDIARY--CONTINUED

<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 10.3       Credit Agreement, dated as of May 1, 1987,    Exhibit 10.3 to the Holding Registration
            by and between 3333 Development               Statement
            Corporation ("Development") and Centex
            Real Estate Corporation ("CREC") and
            related Promissory Note, dated May 1,
            1987, executed by Centex International,
            Inc. (as assignee), payable to the order
            of Development in the principal amount of
            $7,700,000.

 13         Portions of Centex 1997 Annual Report and     Exhibit 13 of Centex Exhibits filed
            Holding/CDC 1997 Annual Report.*              herewith


 21.2       Subsidiaries of Holding.                      Filed Herewith.

 23.2       Consent of Independent Public Accountants.    Filed Herewith.

 24.2       Powers of Attorney.                           Filed Herewith.

 27.2       Financial Data Schedule.                      Filed Herewith.
</TABLE>
               
---------------

       *      With the exception of the information expressly incorporated by
              reference in this Report from the Centex 1997 Annual Report and
              the Holding/CDC 1997 Annual Report, these two annual reports are
              not deemed filed with the Commission as part of this report.





                                       46
<PAGE>   47
                               INDEX TO EXHIBITS

                        CENTEX DEVELOPMENT COMPANY, L.P.

<TABLE>
<CAPTION>
  EXHIBIT                                                             FILED HEREWITH OR
  NUMBER                      EXHIBIT                             INCORPORATED BY REFERENCE
  ------                      -------                             -------------------------
 <S>        <C>                                           <C>
 2.1        Option Agreement, dated as of November 3,     Exhibit 2.1 to Centex 1994 Form 10-K
            1988, by and between CDC and Estrella
            Properties, Ltd.

 2.2        Additional Interest Agreement, dated March    Exhibit 2.2 to Centex 1994 Form 10-K
            30, 1989, by and between CDC and
            Westinghouse Credit Corporation.

 2.3        Construction Loan Agreement, dated March      Exhibit 2.3 to Centex 1994 Form 10-K
            30, 1989, by and among Westinghouse Credit
            Corporation and CDC.

 2.4        Forster Ranch Development Agreement, dated    Exhibit 2.4 to Centex 1994 Form 10-K
            March 31, 1989, by and between the City of
            San Clemente, California and CDC.

 3.1        Articles of Incorporation, as amended, of     Exhibit 3.2a to Amendment No. 1, dated
            Development as currently in effect.           October 14, 1987 ("CDC Amendment No. 1"),
                                                          to the Registration Statement of CDC on
                                                          Form 10 (File No. 1-9625), dated July 12,
                                                          1987 (the "CDC Registration Statement")

 3.2        By-laws of Development, as amended.           Exhibit 3.2 to Annual Report on Form 10-K
                                                          of CDC (File No. 1-9625) for fiscal year
                                                          ended March 31, 1993 (the "CDC Form
                                                          10-K")

 4.1        Certificates of Limited Partnership of        Exhibit 4.1 to the CDC Registration
            CDC.                                          Statement

 4.2        Amended and Restated Agreement of Limited     Exhibit 4.2 to Amendment No. 3, dated
            Partnership of CDC.                           November 24, 1987 ("CDC Amendment No.
                                                          3"), to the CDC Registration Statement

 4.3        Specimen certificate for Class A limited      Exhibit 4.3 to the CDC Registration
            partnership units.                            Statement

 4.4        Specimen certificate for Class B limited      Exhibit 4.4 to the CDC Registration
            partnership units.                            Statement
</TABLE>





                                       47
<PAGE>   48
                               INDEX TO EXHIBITS

                  CENTEX DEVELOPMENT COMPANY, L.P.--CONTINUED


<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 4.5        Warrant Agreement, dated as of November       Exhibit 4.5 to CDC Form 10-K
            30, 1987, by and between CDC and Centex.

 4.6        Specimen warrant certificate.                 Exhibit 4.6 to CDC Amendment No. 3

 4.7        Specimen Centex common stock certificate      Exhibit 4.3 to 1997 Form S-8
            (with tandem trading legend and Rights
            Agreement legend).

 4.8        Nominee Agreement, dated as of November       Exhibit 4.8 to CDC Form 10-K
            30, 1987, by and between Centex, Holding
            and CDC, and Chemical Bank, as successor
            nominee.

 4.9        Agreement for Purchase of Warrants, dated     Exhibit 4.9 to CDC Form 10-K
            as of November 30, 1987, by and between
            CDC and Centex.

 4.10       Form of Operating Partnership Agreement.      Exhibit 4.9 to the CDC Registration
                                                          Statement

 10.1       Management Agreement by and between CREC      Exhibit 10.1 to CDC Amendment No. 3
            and CDC.

 10.2       Supplement to Management Agreement by and     Exhibit 10.1a to CDC Amendment No. 3
            between CREC and CDC.

 10.3       Documents of Conveyance of Property from      Exhibit 10.2 to CDC Amendment No. 1
            Centex Land Corporation to CDC.

 10.4       Documents of Conveyance of Property from      Exhibit 10.3 to the CDC Registration
            Centex Homes Corporation to CDC.              Statement

 10.5       Documents of Conveyance of Property from      Exhibit 10.4 to the CDC Registration
            Fox & Jacobs, Inc. to CDC.                    Statement

 10.6       Documents of Conveyance of Property from      Exhibit 10.5 to the CDC Registration
            Great Lakes Development Co., Inc. to CDC.     Statement

 10.7       Agreement, dated as of April 1, 1987, by      Exhibit 10.6 to the CDC Registration
            and among CDC, CREC, Centex Homes             Statement
            Corporation and Centex Land Company.
</TABLE>





                                       48
<PAGE>   49
                               INDEX TO EXHIBITS

                  CENTEX DEVELOPMENT COMPANY, L.P.--CONTINUED


<TABLE>
<CAPTION>
 EXHIBIT                                                              FILED HEREWITH OR
 NUMBER                       EXHIBIT                             INCORPORATED BY REFERENCE
 ------                       -------                             -------------------------
 <S>        <C>                                           <C>
 10.8       Agreement, dated as of April 1, 1987, by      Exhibit 10.7 to the CDC Registration
            and between CDC and Centex Homes of New       Statement
            Jersey, Inc.

 10.9       Waiver Agreement, dated as of July 28,        Exhibit 10.9 to Annual Report on Form 10-
            1995, by and between CDC, CREC and            K of CDC (File No. 1-9625) for the fiscal
            Development.                                  year ended March 31, 1996 (the "1996 CDC
                                                          10-K")

 10.10      Waiver Agreement, dated as of September       Exhibit 10.10 to 1996 CDC 10-K
            13, 1995, but effective as of July 1,
            1995, by and between CDC, CREC and
            Development.

 10.11      Waiver Agreement, dated as of September       Exhibit 10.11 to 1996 CDC 10-K
            27, 1995, but effective as of July 1,
            1995, by and between CDC, CREC and
            Development.

 10.12      Waiver Agreement, dated as of December 31,    Exhibit 10.12 to 1996 CDC 10-K
            1995, by and between CDC, CREC and
            Development.

 10.13      Waiver Agreement, dated as of March 29,       Exhibit 10.13 to 1996 CDC 10-K
            1996, by and between CDC, CREC and
            Development.

 10.14      Waiver Agreement, dated as of January 8,      Exhibit 10.14 to 1996 CDC 10-K
            1996, but effective as of January 1, 1996,
            by and between CDC, CREC and Development.

 13         Portions of Centex 1997 Annual Report and     Exhibit 13 of Centex Exhibits filed
            Holding/CDC 1997 Annual Report.*              herewith

 23.3       Consent of Independent Public Accountants.    Filed Herewith.

 24.3       Powers of Attorney.                           Filed Herewith.

 27.3       Financial Data Schedule.                      Filed Herewith.
</TABLE>

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

       *      With the exception of the information expressly incorporated by
              reference in this Report from the Centex 1997 Annual Report and
              the Holding/CDC 1997 Annual Report, these two annual reports are
              not deemed filed with the Commission as part of this report.





                                       49