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                                                 CENTEX DEVELOPMENT EXHIBIT 4.7

                                  CERTIFICATE
                                      FOR
                                 CLASS C UNITS
                                       IN
                        CENTEX DEVELOPMENT COMPANY, L.P.



No. _______                                                _______ Class C Units


         3333 Development Corporation, as the General Partner of Centex
Development Company, L.P. ("Partnership"), a Delaware limited partnership,
hereby certifies that _______________________________ (the "Holder") is the
registered owner of _______________ Class C Units of limited partner interests
in the Partnership ("Class C Units").  The rights, preferences and limitations
of the Class C Units are set forth in the Second Amended and Restated Agreement
of Limited Partnership dated as of February 24, 1998 (the "Partnership
Agreement"), as the same may, from time to time, be amended and restated, under
which the Partnership was formed and is existing, copies of which are on file
at the principal office of the General Partner in Dallas, Texas.

         This Certificate and the Class C Units evidenced hereby are
transferable in accordance with the terms of the Partnership Agreement.


Date:
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                                      CENTEX DEVELOPMENT COMPANY, L.P.

                                      By: 3333 Development Corporation, as 
                                          General Partner



                                      By:
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                     [FORM OF REVERSE SIDE OF CERTIFICATE]

         The Partnership will furnish to the holder and each assignee of this
Certificate and the Class C Units evidenced hereby, without charge, on written
request to the Partnership at its place of business, 2728 North Harwood Street,
Dallas, Texas 75201, a copy of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended or restated from time to
time.

                          ASSIGNMENT OF CLASS C UNITS

         FOR VALUE RECEIVED, the undersigned (the "Assignor") hereby assigns,
conveys, sells and transfers unto



-------------------------------------         ---------------------------------
 Please insert Social Security or               Please print or type name and
other identifying number of Assignee                 address of Assignee

all right and interest of the Assignor in the aforementioned Class C Units, and
irrevocably constitutes and appoints the General Partner of Centex Development
Company, L.P. (the "Partnership") as its attorney-in-fact with full power of
substitution to transfer the same on the books of the Partnership.


Date:                                   Signature:                            
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Signature Guaranteed:





         NOTE:  The signature to any endorsement hereon must correspond with
the name as written upon the face of the Certificate in every particular,
without alteration or enlargement or any change whatever.  If the endorsement
is executed by an attorney, executor, administrator, trustee or guardian, the
person executing the endorsement must give his full title in such capacity, and
proper evidence of authority to act in such capacity, if not on file with the
Partnership or its transfer agent, must be forwarded with this Certificate.
The signature must be guaranteed by an authorized employee of a bank, trust
company or member of a national securities exchange.