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                                                                    EXHIBIT 4.6

                                AMENDMENT NO. 1
                                       TO
               SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT
                                       OF
                        CENTEX DEVELOPMENT COMPANY, L.P.

         This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PARTNERSHIP
AGREEMENT OF CENTEX DEVELOPMENT COMPANY, L.P. (the "Amendment") is made as of
this 22nd day of July 1998, by and between 3333 Development Corporation, a
Nevada corporation, as the General Partner ("Development"), and Centex Homes, a
Nevada general partnership, as the Limited Partner ("Centex").

         WHEREAS, Development and Centex entered into that certain Amended and
Restated Partnership Agreement of Centex Development Company, L.P. (the
"Partnership Agreement") as of the 24th day of February, 1998 with respect to
Centex Development Company, L.P., a Delaware limited partnership (the
"Partnership");

         WHEREAS, as of the date hereof, Development is the sole general
partner of the Partnership and Centex owns all of the issued and outstanding
limited partnership interest of the Partnership and is the sole limited partner
of the Partnership;

         WHEREAS, Development and Centex are mutually desirous of amending the
Partnership Agreement pursuant to the terms of this Amendment;

         NOW, THEREFORE, for and in consideration of the premises set forth
above and the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties hereto, Development and Centex hereby agree as
follows:

         1. Pursuant to, and in accordance with, Article XV of the Partnership
Agreement, Section 5.1(a)(i) of the Partnership Agreement is hereby deleted
in its entirety and replaced with the following:

               "  (i) If there is net income (i.e., if items of income and gain
               exceed items of deduction and loss) it shall be allocated to
               Class A Unit holders and Class C Unit holders, in the ratio in
               which, and to the extent that, cumulative distributions of
               Preferred Return are made or accrued through the end of such
               taxable year;".

         2. Except as expressly amended and modified by this Amendment, the
Partnership Agreement shall remain in full force and effect.


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         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.

                                       GENERAL PARTNER:

                                       3333 DEVELOPMENT CORPORATION,
                                       a Nevada corporation

                                       By: /s/ RICHARD C. DECKER
                                           ------------------------------------
                                           Richard C. Decker
                                           President and Chief Executive Officer

                                       LIMITED PARTNER:

                                       CENTEX HOMES,
                                       a Nevada general partnership

                                       By:     Centex Real Estate Corporation,
                                               a Nevada general partnership,
                                               Managing Partner

                                               By: /s/ RAYMOND G. SMERGE
                                                   ----------------------------
                                                   Raymond G. Smerge
                                                   Vice, President and Secretary


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