EXHIBIT 10.2


                               FIRST AMENDMENT TO
                      NON-QUALIFIED STOCK OPTION AGREEMENTS


         THIS FIRST AMENDMENT is made as  of the 15th day of March, 2000, by and
among D.R. HORTON, INC., a  Delaware corporation  (the "Company"),  and  RICHARD
BECKWITT (the "Participant").
                  WHEREAS,    the   Company   and   Participant   entered   into
         Non-Qualified Stock Option Agreements on March 12, 1993, July 20, 1995,
         July 18, 1996, July 28, 1997 and July 23, 1998 (the "Agreements");

                  WHEREAS, Participant is a director of the Company; and

                  WHEREAS,  the  parties  hereto  desire  hereby  to  amend  the
         Agreements;

                  NOW, THEREFORE,  in consideration of the premises and promises
         herein contemplated, the parties agree as follows:

                                    ARTICLE I

         1.1      The second  sentence  of  paragraph 1.(A) of the Agreements is
hereby amended to read as follows:

                  Except as otherwise provided in paragraph 3, this option shall
                  be  exercisable  only if the  Participant  shall  have  been a
                  director of the Company,  or in the  continuous  employ of the
                  Company or any  Subsidiary,  from the date  hereof  until this
                  option is exercised.

         1.2      Paragraph 1.(C) of the Agreements is hereby amended to read as
follows:

                  (C) Notwithstanding the provisions of subparagraph (A) of this
                  paragraph 1, this option shall be exercisable to the extent of
                  100% of the  shares  hereinabove  specified  at the  time  the
                  Participant  ceases  to be a  director  of the  Company  or an
                  employee of the Company or any Subsidiary  upon the occurrence
                  of  the  events  described  in  subparagraph  (B)  or  (D)  of
                  paragraph 3.

         1.3      Paragraph 3 of the Agreements is hereby  amended  to  read  as
follows:

                  3.       This  option  shall terminate  on the earliest of the
                  following dates:


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                           (A)  Provided  that  Participant  does  not  remain a
                  director of the Company,  three  months after  delivery to the
                  Participant  by the  Company  or a  Subsidiary  of  notice  of
                  termination of the  Participant's  employment with the Company
                  or a Subsidiary  other than for any matter that  constitutes a
                  violation of the standard of employee conduct set forth in the
                  Company's  Employee  Manual  as in  effect on the date of such
                  termination  or delivery to the Company by the  Participant of
                  notice of the voluntary  termination by the Participant of the
                  Participant's employment with the Company or a Subsidiary;

                           (B) One year  after the  Participant  ceases to be an
                  employee  of  the  Company  or  a  Subsidiary   by  reason  of
                  retirement  under  a  retirement  plan  of  the  Company  or a
                  Subsidiary,  which retirement is at or after normal retirement
                  age provided for in such retirement plan;

                           (C) Immediately  upon the delivery to the Participant
                  by the Company or a Subsidiary of notice of termination of the
                  Participant's  employment with the Company or a Subsidiary for
                  any matter that  constitutes  a violation  of the  standard of
                  employee conduct set forth in the Company's Employee Manual as
                  in effect on the date of such termination;

                           (D) Two years after the death or permanent disability
                  of  the  Participant  if  the  Participant   dies  or  becomes
                  permanently  disabled  while a director  of the  Company or an
                  employee of the Company or a Subsidiary;

                           (E) Three  months  after  Participant  is no longer a
                  director of the Company for any reason except as  provided  in
                  Subparagraph (D) above; and

                           (F) Ten years from the date on which this  option was
                  granted.

                  Nothing  contained in this option shall limit  whatever  right
                  the Company or a Subsidiary  might otherwise have to terminate
                  the  employment  of  the  Participant.   Except  as  otherwise
                  provided  in  subparagraph  (C)  of  paragraph  1,  after  the
                  termination  of the  Participant's  employment  and  term as a
                  director this option shall be exercisable  for the same number
                  of  shares  for  which  it  was  exercisable   prior  to  such
                  termination.  In the event that the  Participant's  employment
                  and term as a director terminates on the

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                  same date that a Change in Control of the Company occurs,  the
                  Change in Control will be deemed to have occurred prior to the
                  termination  of the  Participant's  employment  and  term as a
                  director.

                                   ARTICLE II

         2.1      Except  as  hereby  modified,  amended  or  supplemented,  the
                  Agreements  shall  remain in full  force and  effect,  and any
                  reference hereafter made by any party hereto to the Agreements
                  shall  be  deemed  to refer  to the  same as  hereby  amended,
                  regardless of whether specific reference is made hereto.

         2.2      All  capitalized  terms used herein and not otherwise  defined
                  herein  shall  have  the  meaning   ascribed  thereto  in  the
                  Agreements.

         2.3      All terms of construction and  interpretation set forth in the
                  Agreements   shall  have  equal  effect  in  construing   this
                  Amendment.

         IN  WITNESS  WHEREOF,  each  party  has  executed  and  delivered  this
Amendment or caused this Amendment to be executed and delivered on its behalf by
a duly authorized officer, all as of the date first above written.

                                          D.R. HORTON, INC.



                                          By:  /s/ Donald R. Horton
                                             -------------------------

                                          Title:  Chairman of the Board
                                                ------------------------

                                          Name:  Donald R. Horton
                                               --------------------





                                               /s/ Richard Beckwitt
                                              ----------------------
                                                Richard Beckwitt


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