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                                                             Centex Exhibit 4.7


                            1998 CENTEX CORPORATION
                    EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN


1.       PURPOSE OF THE PLAN.

         This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan
(the "PLAN") is intended as an employment incentive to retain in the employ of
Centex Corporation (the "COMPANY"), and any Affiliate (including any entity
that becomes an Affiliate), persons of training, experience and ability, to
attract new employees whose services are considered valuable, to encourage the
sense of proprietorship of such persons, and to stimulate the active interest
of such persons in the development and financial success of the Company.  For
purposes of the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary
or parent of the Company and any partnership, joint venture, limited liability
company or other business venture or entity in which the Company owns at least
50% of the ownership interest in such entity, as determined by the Committee in
its sole and absolute discretion (such determination by the Committee to be
conclusively established by the grant of options by the Committee to an officer
or employee of such an entity).  It is further intended each option granted
pursuant to the Plan (herein, an "OPTION") shall constitute non-qualified stock
options within the meaning of Section 83 of the Code.

2.       ADMINISTRATION OF THE PLAN.

         The Board of Directors shall appoint and maintain a Stock Option
Committee (hereinafter called the "COMMITTEE") of the Board of Directors to
administer the Plan.  Subject to the terms and conditions of the Plan, the
Committee shall have full power and authority to designate persons to whom
Options will be granted, to determine the terms and provisions of respective
option agreements (which need not be identical), and to interpret the
provisions and supervise the administration of the Plan.  The Committee shall
have the authority, exercisable in its sole discretion, to grant Options
containing such terms and conditions, consistent with the provisions of the
Plan, as the Committee shall determine.

3.       DESIGNATION OF PARTICIPANTS.

         The persons eligible for participation in the Plan as recipients of
Options shall include all employees of the Company or of any Affiliate,
including employees of any entity that becomes an Affiliate after the date that
the Plan is adopted, other than any if the following persons (herein, an
"INELIGIBLE PERSON"):


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         (a)     any person who is an officer or director of the Company;

         (b)     any "officer" of the Company as defined by Rule 16a-1(f)
                 promulgated under the Securities Exchange Act of 1934, as
                 amended; or

         (c)     any "covered employee" of the Company as defined by Section
                 162(m)(3) of the Internal Revenue Code.

         Each Option granted hereunder shall be evidenced by an agreement
between the Company and the Optionee, which shall contain such terms and
conditions as the Committee shall determine in its sole and absolute
discretion.  Any person who has been granted an Option hereunder (herein, an
"OPTIONEE") may be granted an additional Option or Options, if the Committee
shall so determine.  Participation in the Plan shall not preclude an Optionee
from participating in any other stock option, benefit, bonus, or other
compensation plan which the Company or any Affiliate has adopted, or may, from
time to time, adopt for the benefit of its employees.

4.       STOCK RESERVED FOR THE PLAN.

         Subject to any adjustment provided in Paragraph 9 hereof, a total of
1,000,000 shares of common stock, $0.25 par value, of the Company (the "STOCK")
shall be subject to the Plan.  The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Affiliate, and such amount of shares shall be and hereby is
reserved for delivery under the Plan.  Any of such shares which may remain
unsold and which are not subject to outstanding Options at the termination of
the Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan the Company shall at all times reserve a sufficient
number of shares of Stock to meet the requirements of the Plan.  Should any
Option expire or be canceled prior to its exercise or relinquishment in full,
the shares theretofore subject to such Option may again be subjected to an
Option under the Plan.  If the purchase price or tax withholding is permitted
to be satisfied by the tender or withholding of shares of Stock to the Company
(by either actual delivery or attestation), the number of shares of Stock
tendered or withheld shall be eligible for reissuance under the Plan.

5.       PURCHASE PRICE.

                 (a)      The purchase price of each share placed under option
         pursuant to the Plan (a "SHARE") shall be determined by the Committee,
         but in no event shall be less than 100% of the Fair Market Value of
         such Share on the date the Option is granted.  If an Option is granted
         as part of an Optionee's compensation package at the commencement of
         an Optionee's employment by the Company or an Affiliate, the





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         Option shall be deemed to have been granted on the date of
         commencement of such Optionee's employment by the Company or any
         Affiliate (the "COMMENCEMENT DATE") and the purchase price of a Share
         shall be equal to the Fair Market Value of such Share on the
         Commencement Date, so long as such Option is not granted more than
         ninety (90) days following the Commencement Date.

                 (b)      "FAIR MARKET VALUE" of a share of Stock means, as of
         a particular date, the mean between the highest and lowest sales price
         per share of Stock reported on the consolidated transaction reporting
         system for the New York Stock Exchange, or, if there shall have been
         no such sale so reported on that date, on the last preceding date on
         which such a sale was so reported.

6.       OPTION PERIOD.

         The Options granted under the Plan shall be for any term set by the
Committee, but not more than ten (10) years from the date of granting of each
Option.  All rights to exercise an Option shall terminate within three (3)
months after the date the Optionee ceases to be an employee of the Company or
any Affiliate, except that

                 (a)      the Committee, in its discretion, may provide in new
         option grants or amend outstanding Options to provide an extended
         period of time during which an Optionee can exercise an Option up to
         the maximum permissible period which such Optionee's Option would have
         been exercisable in the absence of the Optionee ceasing to be an
         employee of the Company or an Affiliate;

                 (b)      if an Optionee ceases to be employed by the Company
         or an Affiliate by reason of such Optionee's death, all rights to
         exercise such Option shall terminate fifteen (15) months after such
         death; and

                 (c)      if the Optionee is terminated for cause, as
         determined by the Committee in its sole and absolute discretion, any
         Option granted to such Optionee hereunder shall terminate on the date
         of such termination.

7.       EXERCISE OF OPTIONS.

                 (a)      Any Option granted hereunder shall be exercisable
         from time to time under the terms specified in the Plan, by the
         Committee, or in the agreement relating to the grant of such Option.





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                 (b)      Each exercise of an Option or a portion of an Option
         shall be evidenced by a notice in writing to the Company, stating the
         number of shares with respect to which the Option is being exercised.

                 (c)      Options may be exercised solely by the Optionee or a
         Permitted Transferee (hereafter defined).

                 (d)      The purchase price of the Shares for which an Option
         is exercised shall be paid in full at the time of the exercise.  Such
         purchase price shall be payable in cash, or at the option of the
         holder of such Option, in Stock theretofore owned by such holder for
         at least six (6) months by either actual delivery of shares or by
         attestation (or in a combination of cash and such Stock).  For
         purposes of determining the amount, if any, of the purchase price
         satisfied by payment in Stock, such Stock shall be valued at its Fair
         Market Value on the date of exercise in accordance with subparagraph
         (b) of Paragraph 5. Any Stock delivered in satisfaction of all or a
         portion of the purchase price shall be appropriately endorsed for
         transfer and assignment to the Company.  No holder of an Option shall
         be, or have any of the rights or privileges of, a shareholder of the
         Company in respect of any Shares unless and until certificates
         representing such Shares shall have been delivered by the Company to
         such holder.

                 (e)      If any law or regulation requires the Company to take
         any action with respect to the Shares specified in such notice, the
         time for delivery thereof, which would otherwise be as promptly as
         possible, shall be postponed for the period of time necessary to take
         such action.

8.       ASSIGNABILITY.

         Unless otherwise permitted by the Committee, no Option or interest
therein shall be transferable by the Optionee otherwise than by will or by the
applicable laws of descent and distribution.  Any person to whom an Option is
transferred in accordance with this Section 8 is referred to herein as a
"PERMITTED TRANSFEREE".

9.       CAPITAL CHANGE OF THE COMPANY.

                 (a)      If at any time while the Plan is in effect there
         shall be an increase or decrease in the number of issued and
         outstanding shares of Stock of the Company effected without receipt of
         consideration therefor by the Company, through the declaration of a
         stock dividend or stock split, or through any recapitalization, merger
         or other transaction in which the Company is the surviving
         corporation, then and in each such event:





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                          (i)     An appropriate adjustment shall be made in
                 the maximum number of Shares then subject to being optioned
                 under the Plan, to the end that the same proportion of the
                 Company's issued and outstanding Stock shall continue to be
                 subject to being so optioned and awarded; and

                          (ii)    An appropriate adjustment shall be made in
                 the number of Shares and the purchase price per Share thereof
                 then subject to purchase pursuant to each Option previously
                 granted, to the end that the same proportion of the Company's
                 issued and outstanding Stock in each such instance shall
                 remain subject to purchase at the same aggregate purchase
                 price.

                 (b)      Except as is otherwise expressly provided herein, the
         issue by the Company of shares of its capital stock of any class, or
         securities convertible into shares of capital stock of any class,
         either in connection with a direct sale or upon the exercise of rights
         or warrants to subscribe therefor, or upon conversion of shares or
         obligations of the Company convertible into such shares or other
         securities, shall not affect, and no adjustment by reason thereof
         shall be made with respect to, the number of or purchase price of
         Shares. Furthermore, the presence of outstanding Options granted under
         the Plan shall not affect in any manner the right or power of the
         Company to make, authorize or consummate (i) any or all adjustments,
         recapitalizations, reorganizations or other changes in the Company's
         capital structure or its business; (ii) any merger or consolidation of
         the Company; (iii) any issue by the Company of debt securities or
         preferred or preference stock (whether or not such issue is prior to,
         on a party with or junior to the Stock); (iv) the dissolution or
         liquidation of the Company; (v) any sale, transfer or assignment of
         all or any part of the assets or business of the Company; or (vi) any
         other corporate act or proceeding, whether of a similar character or
         otherwise.

                 (c)      Notwithstanding anything to the contrary above, a
         dissolution or liquidation of the Company, a merger (other than a
         merger effecting a reincorporation of the Company in another state) or
         consolidation in which the Company is not the surviving corporation
         (or survives only as a subsidiary of another corporation in a
         transaction in which the stockholders of the parent of the Company and
         their proportionate interests therein immediately after the
         transaction are not substantially identical to the stockholders of the
         Company and their proportionate interests therein immediately prior to
         the transaction), a transaction in which another corporation becomes
         the owner of 50% or more of the total combined voting power of all
         classes of stock of the Company, or a change in control (as specified
         below), shall cause every Option then outstanding to become
         exercisable in full immediately prior to such





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         dissolution, liquidation, merger, consolidation, transaction, or
         change in control, to the extent not theretofore exercised, without
         regard to the determination as to the periods and installments of
         exercisability contained in the Agreements if (and only if) such
         Options have not at that time expired or been terminated. For purposes
         of this paragraph, a change in control shall be deemed to have taken
         place if: a third person, including a "group" as defined in Section
         13(d)(3) of the Act, becomes the beneficial owner of shares of the
         Company having fifty percent (50%) or more of the total number of
         votes that may be cast for the election of directors of the Company;
         or as a result of, or in connection with, a contested election for
         directors, the persons who were directors of the Company immediately
         before such election shall cease to constitute a majority of the
         Board.  Notwithstanding the foregoing provisions of this paragraph:

                          (i)     an event, transaction, or corporate action
                 shall not have the effect of accelerating the exercisability
                 of Options if:  (A) persons who were the directors of the
                 Company and persons who were the executive officers of the
                 Company as of six months prior to such event immediately after
                 such event constitute a majority of the directors and
                 constitute a majority of executive officers, respectively,
                 for, and own in the aggregate at least ten percent of the
                 voting securities or equity interests of, the Company or the
                 surviving or resulting corporation or the parent of such
                 surviving or resulting corporation; and (B) if the Company is
                 not the surviving or resulting corporation, such surviving or
                 resulting corporation or parent of such surviving or resulting
                 corporation substitutes substantially identical options for
                 any outstanding Options; and

                          (ii)    in the event of any dissolution, merger,
                 consolidation, transaction, or change in control, the Board
                 may completely satisfy and extinguish all obligations of the
                 Company and its Affiliates with respect to any Option
                 outstanding on the date of such event by delivering to the
                 Optionee cash in an amount equal to the difference between the
                 aggregate purchase price for Shares under the Option and the
                 Fair Market Value of such Shares on the date of such event,
                 such payment to be made within a reasonable time after such
                 event.

10.      TAX WITHHOLDING.

         The Company shall have the right to deduct applicable taxes from any
Option and withhold, at the time of delivery of Shares under the Plan, an
appropriate number of Shares for payment of taxes required by law or to take
such other action as may be necessary in the





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opinion of the Company to satisfy all obligations for withholding of such
taxes.  The Committee may also permit withholding to be satisfied by the
transfer to the Company of Stock theretofore owned by the holder of the Option
with respect to which withholding is required.  If Shares or Stock are used to
satisfy tax withholding, such Shares or Stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

11.      EFFECTIVE DATE OF PLAN.

         The effective date of the Plan shall be February 19, 1998.  No Option
shall be granted pursuant to the Plan after February 19, 2001.

12.      AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

         The Board may amend, modify, suspend or terminate the Plan at any time
for the purpose of meeting or addressing any changes in legal requirements or
for any other purpose permitted by law, except that no amendment, modification,
suspension or termination shall be made (i) that would impair the rights of any
Optionee under any Option previously granted to such Optionee without such
Optionee's written consent, (ii) prior to approval by the Company's
shareholders if such approval is then required by, or (iii) that would reduce
the purchase price of any outstanding Option, other than as provided by Section
9(a)(ii).

13.      REQUIREMENTS OF LAW.

                 (a)      The Plan, and the granting and exercise of Options
         hereunder, and the obligation of the Company to sell and deliver
         shares under such Options, shall be subject to all applicable laws,
         rules and regulations, and to such approvals by any governmental
         agencies or national securities exchanges as may be required.

                 (b)      Nothing herein or in any Agreement executed or Option
         granted hereunder shall require the Company to deliver any Shares upon
         exercise of an Option if such delivery would, in the opinion of
         counsel for the Company, constitute a violation of the Securities Act
         of 1933, as amended, or any similar or superseding statute or
         statutes, or any other applicable statute or regulation, as then in
         effect. Upon the exercise of an Option or portion or part thereof, the
         Optionee may be required to give to the Company satisfactory evidence
         that he is acquiring such Shares for the purpose of investment only
         and not with a view to their distribution; provided, however, if or to
         the extent that the Shares subject to the Option shall be included in
         a registration statement filed by the Company, or one of its
         Affiliates, such investment representation shall be abrogated.





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14.      MISCELLANEOUS.

                 (a)      Nothing contained in the Plan shall confer upon any
         Optionee the right to continue in the employ of the Company or any
         Affiliate, or interfere in any way with the rights of the Company or
         any Affiliate to terminate his employment at any time.

                 (b)      Any payment of cash or any delivery of Shares to the
         Optionee, or to an Optionee's Permitted Transferee, in accordance with
         the provisions hereof, shall, to the extent thereof, be in full
         satisfaction of all claims of such person with respect to the Option
         being exercised (or portion thereof).  The Committee may require any
         Optionee, or Permitted Transferee, as a condition precedent to such
         payment or delivery, to execute a release and receipt therefor in such
         form as it shall determine.

                 (c)      Neither the Committee nor the Company guarantees the
         Shares from loss or depreciation.

                 (d)      Records of the Company and its Affiliates regarding
         an individual's period of employment, termination of employment and
         the reason therefor, leaves of absence, re-employment and other
         matters shall be conclusive for all purposes hereunder, unless
         determined by the Committee to be incorrect in its sole and absolute
         discretion.

                 (e)      The Company assumes no obligation or responsibility
         to an Optionee or any Permitted Transferee for any act of, or failure
         to act on the part of, the Committee.

                 (f)      If any provision of the Plan is held to be illegal or
         invalid for any reason, the illegality or invalidity shall not affect
         the remaining provisions of the Plan, but such provision shall be
         fully severable and the Plan shall be construed and enforced as if the
         illegal or invalid provision had never been included herein.

                 (g)      The titles and headings of Sections are included for
         convenience of reference only and are not to be considered in
         construction of the provisions hereof.

                 (h)      All questions arising with respect to the provisions
         of the Plan shall be determined by application of the laws of the
         State of Nevada except to the extent Nevada law is preempted by
         federal law. The obligation of the Company to sell and deliver Shares
         hereunder is subject to applicable laws and to the approval of any
         governmental authority required in connection with the authorization,
         issuance, sale, or delivery of such Shares.





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                 (i)      Words used in the masculine shall apply to the
         feminine where applicable, and wherever the context of the Plan
         dictates, the plural shall be read as the singular and the singular as
         the plural.





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