CENTEX CORPORATION

2728 N. Harwood
Dallas, Texas 75201

INTRODUCTION

     The accompanying proxy, mailed with this proxy statement, is solicited by the board of directors of Centex Corporation, a Nevada corporation, for use at the annual meeting of Centex stockholders to be held on July 14, 2005, and at any adjournments. The mailing address of Centex’s executive offices is 2728 N. Harwood, Dallas, Texas 75201. This proxy statement and accompanying proxy are being mailed to stockholders on or about June 14, 2005.

Purposes of the Annual Meeting

     At the meeting, action will be taken on the following matters:

Our board of directors does not know of any matters that may be acted on at the meeting other than the matters described in items (1) and (2).

Recommendation of the Board

     Our board recommends a vote FOR the election of the five nominees for director named in the accompanying proxy and a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2006.

ABOUT THE MEETING

Who Can Vote

     Stockholders of record at the close of business on May 26, 2005 may vote at the annual meeting. On that date, the issued and outstanding capital stock of Centex entitled to vote at the meeting consisted of 128,286,112 shares of common stock, par value $.25 per share. Each holder of common stock will be entitled to one vote per share on the election of directors, on the ratification of the appointment of our independent registered public accounting firm and on any other matters properly brought before the meeting. There is no cumulative voting.

How You Can Vote

     You can vote your shares at the meeting by voting and submitting the accompanying proxy by telephone, over the Internet, or by completing, signing, dating and returning the proxy in the enclosed envelope.

How Proxies Will be Voted

     Shares represented by valid proxies received by telephone, over the Internet or by mail will be voted at the meeting in accordance with the directions given. If no specific choice is indicated, the shares represented by all valid proxies received will be voted FOR the election of the five nominees for director named in the proxy and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2006.

     Our board does not intend to present, and has no information that others will present, any business at the meeting other than set forth in the attached notice of the meeting. However, if other matters requiring your vote come before the meeting, the persons named in the accompanying proxy intend to vote the proxies held by them in accordance with their best judgment in such matters.

How to Revoke Your Proxy

     You have the unconditional right to revoke your proxy at any time before the voting thereof by submitting a later-dated proxy, by attending the meeting and voting in person, or by written notice to us addressed to James R. Peacock III, Secretary, Centex Corporation, 2728 N. Harwood, Dallas, Texas 75201. The revocation will not be effective, however, unless we receive it at or before the meeting. Attending the meeting does not revoke your proxy.

Quorum and Required Vote

     We need a quorum to hold the annual meeting. There is a quorum when the holders of a majority of the total number of shares of Centex common stock entitled to vote at the meeting are present in person or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of establishing a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner is present at the meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

     If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on the election of directors and the ratification of Ernst & Young LLP as our independent registered public accounting firm even if the record holder does not receive voting instructions from you.

     The five nominees for director receiving a plurality of the votes cast at the meeting in person or by proxy will be elected. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes “for” or “withheld” affect the outcome.

     The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm will be approved if the number of votes cast for the proposal exceeds the number of votes cast against the proposal. Abstentions and, if applicable, broker non-votes, will not affect the outcome.

Delivery of Proxy Statements and Annual Reports

     We have adopted a “householding” procedure approved by the Securities and Exchange Commission, which we refer to as the SEC. Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting, Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

     Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.

     If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting, Proxy Statement and Annual Report, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, Mellon Investor Services LLC, at 85 Challenger Road, Overpeck Center, Ridgefield Park, New Jersey 07660 or by telephone at 1-800-852-0813.

     If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting, Proxy Statement and 2005 Annual Report, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact Mellon Investor Services as indicated above. Beneficial owners can request information about householding from their banks, brokers or other holders of record.

Expenses of Soliciting Proxies

     We will bear the cost of soliciting proxies for the meeting. Solicitation may be made by mail, personal interview, telephone or other electronic means by our officers and employees, who will receive no additional compensation for soliciting proxies. We have retained the firm of Georgeson Shareholder

Communications Inc. to aid in the solicitation of proxies. Georgeson will receive a fee of approximately $8,500, plus out-of-pocket expenses, for its services. Georgeson will also receive a fee of $5 for each telephone call it

makes soliciting a proxy. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy material to beneficial owners.

     Our board of directors currently consists of ten members and two vacancies, and is divided into three classes. The directors in each class hold office for staggered terms of three years each. Each class of directors is to consist, as nearly as possible, of one-third of the total number of directors constituting the board. There are presently four directors in the class whose term expires at the upcoming annual meeting of stockholders, three directors in the class whose term expires at the 2006 annual meeting of stockholders and three directors in the class whose term expires at the 2007 annual meeting. Each director holds office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

     At the upcoming annual meeting, you will be asked to consider for election as directors Ms. Barbara T. Alexander, Mr. Juan L. Elek, Mr. Timothy R. Eller and Mr. James J. Postl, each to hold office for a term ending at the 2008 annual meeting of stockholders, and Ms. Ursula O. Fairbairn, to hold office for a term ending at the 2006 annual meeting of stockholders. Each of these persons has been nominated for service as a director by the corporate governance and nominating committee of our board after consideration of the criteria described under “How the Director Nomination Process Works at Centex” on pages 16-18. Unless other instructions are

indicated on a proxy, shares represented by all valid proxies received will be voted for the election of the five nominees for director or, if any of the nominees becomes unavailable (which we do not anticipate), for such substitute nominees as our board designates. A plurality of votes cast at the annual meeting, in person or by proxy, is required to elect the nominees. Our board recommends that you vote FOR the election of the nominees.

     The respective nominees and directors have furnished to us the biographical information appearing below.

     Our board of directors has determined, upon the recommendation of the corporate governance and nominating committee, that all members of the board (including the nominees for election), other than Mr. Timothy R. Eller and Mr. David W. Quinn, the two members who are present or former executive officers of Centex, are “independent” in accordance with the standards of director independence established under our corporate governance guidelines. Independence for these purposes means that a director satisfies the independence requirements of the Securities Exchange Act of 1934, the rules adopted by the SEC and the corporate governance and other listing standards of the New York Stock Exchange.

Board and Committee Membership

     Our business, property and affairs are managed under the direction of our board of directors. Members of our board are kept informed of our business through discussions with our chairman and chief executive officer and other officers, by reviewing materials provided to them, by visiting our offices and by participating in meetings of the board and its committees.

     In accordance with our corporate governance guidelines, all board members are expected to attend our annual meetings of stockholders and committee meetings, unless an emergency prevents them from doing so. At our 2004 Annual Meeting, all directors who were serving at the time were present.

     During fiscal 2005, the board of directors had four standing committees. Those committees consisted of an audit committee, a corporate governance and nominating committee, which we sometimes refer to as the governance committee, a compensation and management development committee, which we sometimes refer as to the compensation committee, and an executive committee. The board held four meetings during fiscal 2005. Each of our incumbent directors attended at least 75 percent of the regularly scheduled meetings of the board and board committees on which they served in fiscal 2005.

     The table below provides membership and meeting information for each of the board committees during fiscal 2005.

Board Committees

     Brief descriptions of the committees of the board and their principal functions are set forth below. The descriptions below are qualified in their entirety by the full text of the charters of the committees. These charters were adopted by our board and are available on our website at http://ir.centex.com/governance.cfm or in print upon request to our secretary at the address listed on page 37 under “Form 10-K.” In addition, the audit committee charter, as recently amended, is attached to this proxy statement as Annex 1.

     The board has determined that each member of the audit committee, the governance committee and the compensation committee is independent in accordance with the standards of director independence established under our corporate governance guidelines. In addition, the board has determined that all of the members of the audit committee — Ms. Alexander, Mr. Falk and Mr. Poses — are “audit committee financial experts” as that term is defined in applicable SEC rules and have “accounting or related financial management expertise” in satisfaction of the applicable audit committee requirements of the New York Stock Exchange

listing standards; however, the members of the audit committee are not auditors or accountants for the company, do not perform field work and are not employees of the company. In accordance with the SEC’s safe harbor relating to audit committee financial experts, a person designated or identified as an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended. In addition, such designation or identification does not impose on such persons any duties, obligations or liability that are greater than that imposed on such persons as a member of the audit committee and board of directors in the absence of such designation or identification and does not affect the duties, obligations or liability of any other member of the audit committee or board of directors.

Audit Committee

     According to its charter, the audit committee assists the board in its general oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent auditors’ qualifications, independence, and performance, and (4) the performance of our internal audit function.

     The following are certain key responsibilities of the committee:

     At least once each quarter, the committee meets separately with the independent auditors and with members of our internal audit staff, outside the presence of our management or other employees, to discuss matters of concern, to receive recommendations or suggestions for change and to exchange relevant views and information.

Governance Committee

     According to its charter, the governance committee provides advice and counsel to the board and management regarding, and oversight of, Centex’s governance, including the selection and compensation of directors and the board’s practices and effectiveness. Centex’s director nomination process is described under “How the Director Nomination Process Works at Centex” on pages 16-18. The committee retained an executive search firm to assist it in the identification of potential director candidates.

Compensation Committee

     According to its charter, the compensation committee assists the board in:

     The committee has retained an independent executive compensation consultant to assist it.

Executive Committee

     The board of directors has designated three directors to constitute an executive committee. In accordance with the By-Laws of Centex and the resolutions creating the committee, the executive committee may exercise the powers of the board in the management of the business and affairs of Centex, except for matters restricted under Nevada law and the power or authority to (i) fill vacancies on the board or the executive committee, or (ii) amend the By-Laws of Centex. Although the executive committee did not meet during fiscal 2005, it took action by written consent on 25 occasions.

Board Compensation

2005 Board Year

     Board members who are not employees of Centex or any of its subsidiaries receive compensation for their services in the form of cash, stock options and restricted stock. This compensation includes a fee of $130,000 per year, of which one-half must be received in the form of an option to purchase shares of Centex common stock. Each non-employee director may elect to receive all or a portion of the remaining $65,000 in cash or in an additional

option to purchase common stock. The exercise price of the options is equal to the closing price of Centex common stock on the New York Stock Exchange on the date of grant. The number of shares covered by the options is determined by valuing the options on the date of grant using the Black-Scholes method. The options are fully exercisable beginning on the date of grant and have a seven-year term. The options are granted, after the fiscal year end, in May on the date long-term incentive compensation awards are approved for the prior fiscal year.

     Each non-employee director also receives an annual grant of 1,500 shares of restricted stock. The first annual grant was made in July 2003. The shares of restricted stock vest in full on the third anniversary of the date of grant, but are subject to forfeiture before then if the director leaves the board or engages in or acquires certain interests in a business that competes with Centex’s business operations. However, all the shares of restricted stock will vest immediately if the non-employee director’s service on the board terminates because of the director’s death or disability or upon the director’s retirement at age 70 or older or with the consent of the board.

     Each non-employee committee chair receives $15,000 per year for chairing a board committee. Beginning in fiscal year 2005, Centex’s lead director receives $25,000 per year for serving as lead director. All board members are reimbursed for reasonable expenses of attending meetings. Directors who are employees of Centex or its subsidiaries receive no compensation for board service.

2006 Board Year

     In May 2005, the board of directors, upon recommendation from the governance committee, adopted a new compensation package for outside directors effective after the 2005 annual meeting of stockholders. Under the new package, board members who are not employees of Centex or any of its subsidiaries will receive compensation for their services valued at an aggregate of $300,000 per year with one-third to be each in the form of cash, stock options and restricted stock. No separate meeting fees will be payable for attending board or committee meetings. The

exercise price of the options will be equal to the closing price of Centex common stock on the New York Stock Exchange on the date of grant. The number of shares covered by the options is determined by valuing the options on the date of grant using the Black-Scholes method. The options are fully exercisable beginning on the date of grant and have a seven-year term. The options are granted in May, after the fiscal year end, on the date long-term incentive compensation awards are approved for Centex executives for the prior fiscal year, pro rated for less than a full year’s service as of the end of the company’s fiscal year.

     The annual grant of restricted stock is valued at $100,000 based on the closing price of Centex common stock on the New York Stock Exchange on the date of grant. The grants are made in July, as of the date of the annual stockholders’ meeting. The shares of restricted stock vest in full on the third anniversary of the date of grant, but are subject to forfeiture before then if the director leaves the board or engages in or acquires certain interests in a business that competes with Centex’s business operations. However, all the shares of restricted stock will vest immediately if the non-employee director’s service on the board terminates because of the director’s death or disability or upon the director’s retirement at age 70 or older or with the consent of the board.

     Each non-employee committee chair will continue to receive $15,000 per year for chairing a board committee except that the chair of the audit committee will be entitled to receive $25,000 per year. Centex’s lead director will continue to receive $25,000 per year for serving as lead director. The cash portion of the director’s annual compensation, and committee and lead director fees, are payable monthly. All board members are reimbursed for reasonable expenses of attending meetings. Directors are entitled to other compensation pursuant to existing plans in which they are eligible to participate, including group medical insurance and retiree medical benefits. Directors who are employees of Centex or its subsidiaries receive no compensation for board service.

What Corporate Governance Means at Centex

     We believe that good corporate governance is an important aspect of our long-term business success. Reflecting its commitment to continuous improvement, our board reviews our governance practices on an ongoing basis to ensure that these practices promote stockholder value. Highlights of what corporate governance means at Centex appear below. For more information, please refer to the corporate governance section of our website, which is located at http://ir.centex.com/governance.cfm.

     A majority of independent directors. Independent judgment is the cornerstone of an effective board. Independent directors must always comprise a majority of the Centex board. “Independent” means that a director satisfies the independence requirements of the Securities Exchange Act of 1934, the rules adopted by the SEC and the corporate governance and other listing standards of the New York Stock Exchange. The board has also adopted a business relationships policy, which requires the governance committee to determine if a particular business relationship impacts, or has the potential to impact, a director’s independence. In May 2005, the board affirmatively determined that all of our current board members are independent, except for Mr. Eller, who is a Centex employee, and Mr. Quinn, who is a former Centex employee. In June 2005, the board affirmatively determined that Ms. Fairbairn, who has been nominated for election as a director at the meeting, is also independent.

     Our non-employee directors (currently, all directors except Mr. Eller) meet immediately after all board meetings without management present, and our independent directors schedule at least one executive session every year. Our audit, compensation and governance committees are each comprised entirely of independent directors. There are no interlocking directorships, and none of our independent directors receives any consulting, advisory or any other non-director compensatory fees from Centex.

     An independent lead director. Frederic M. Poses, the chief executive officer of American Standard Companies Inc., is our lead director. He makes recommendations to the board

regarding the structure of meetings; recommends matters for the board to consider; and sets each board meeting agenda with Mr. Eller. He also determines appropriate materials to be provided to our directors; serves as an independent point of contact for stockholders wishing to communicate with the board; assigns tasks to the appropriate committees; and, with the approval of the governance committee, oversees the annual evaluation of the board and its committees. He also presides at all executive sessions of the non-employee directors and the independent directors and, along with Messrs. Eller and Quinn, is a member of the executive committee of the board.

     Directors and executive officers that are Centex stockholders. Every year, our non-employee directors receive shares of restricted Centex common stock. Non-employee directors also must receive a portion of their annual fee in the form of options to purchase shares of Centex common stock. The board has recently adopted stock ownership guidelines for outside directors. The guidelines provide for a minimum share ownership target of five times the cash portion of the director’s annual compensation, with a five-year phase in.

     The board has also adopted stock ownership guidelines for our senior executives. The guidelines provide for minimum share ownership targets ranging from shares having a market value of one and one-half times the base salary of a senior vice president to five times the base salary of the chief executive officer. Currently, Messrs. Eller, Echols, Hannigan and Stewart have met the guidelines, and Mr. Wheeler has until May 2008 to meet the guidelines. For more information on stock ownership of our directors and executive officers, please see the table under “Stock Ownership — Management” on page 4 and “Board Compensation” on pages 14-15.

     An engaged board that acts in your best interests. Our board strives to consider stockholder interests consistently in decisions that may have a significant impact on stockholders. To ensure full participation, our directors are expected to be present at the annual meeting of stockholders, each board meeting and all of their assigned committee meetings, except in unusual or unexpected

circumstances. Directors are expected to be fully prepared and to review the materials distributed before board and committee meetings. All directors can place items on the board agenda.

     No director may serve on the board for more than 20 years, except Mr. Murchison who was grandfathered from the 20-year term limit adopted in 2004.

     In addition, no member of our audit committee may serve as a member of the audit committee of more than two other public companies. If a member of our audit committee serves as a member of the audit committee of another public company, the member must deliver a written statement to our board and the audit committee on an annual basis. The statement must describe the time commitment required for such member to serve on the audit committee of the other public company and any expected changes in such time commitment during the next year.

     Emphasis on business integrity. Our audit, compensation and governance committees all have committee charters. Our board has adopted a set of corporate governance guidelines, and updates them regularly. The board supports “The Centex Way: A Guide to Decision-Making on Business Conduct Issues,” our code of business conduct. “The Centex Way” promotes the highest ethical standards in all business dealings by our employees and satisfies the SEC’s requirements for a code of ethics for our executive officers. You can access and read each of these documents at our website, located at http://ir.centex.com/ governance.cfm, or you may request a copy from our secretary at the address listed on page 37 under “Form 10-K.”

How the Director Nomination Process Works at Centex

     When a vacancy occurs on the board, or when the board decides to increase the number of directors, the governance committee will identify potential candidates to fill the vacancy or newly created directorship. The committee (1) assesses whether Centex needs another director or directors, (2) identifies the current and future needs of the board to ensure that a new director or directors will deliver maximum value to Centex and our

stockholders and (3) prepares a goal profile of the skill set and desired attributes of preferred director candidates.

     The governance committee evaluates potential nominees it has identified, potential nominees suggested by stockholders and nominees for continued service as a director according to the same criteria, which are as follows:

     General. Decisions for nominating candidates are based on the business and corporate governance needs of Centex. If the need for a director exists, then candidates are evaluated on the basis of merit, qualifications, performance and competency.

     Board composition. The committee considers the composition of the entire board when evaluating individual directors, including the diversity of experience and background represented by the board; the need for financial, business, academic, public or other expertise on the board and its committees; and the desire for directors working cooperatively to represent the best interests of Centex, its stockholders and employees, and not any particular constituency.

     Age. No person may stand for election as a director if he or she is 70 years of age or older.

     Independence. A majority of our board must be comprised of independent directors as described above. The audit, compensation and governance committees must be comprised entirely of independent directors.

     Character and integrity. We seek directors with the highest personal and professional character and integrity who have outstanding records of accomplishment in diverse fields of endeavor, and who have obtained leadership positions in their chosen business or profession. Candidates should have demonstrated exceptional ability and judgment, and have substantial experience of relevance to Centex.

     Availability. Candidates must be willing and able to devote the necessary time to discharge their duties as a director, and should have the desire to represent and evaluate the interests of Centex as a whole. There is no fixed limit on the number of other boards on which a director may serve, but board memberships are considered along with other

time commitments a prospective director may have and the effect this may have on his or her ability to serve effectively on our board.

     Conflicts. Candidates must be free of conflicts of interest that would interfere with their ability to discharge their duties as a director, or would violate any applicable law or regulation.

     Other. Candidates must also meet any other criteria as determined by the committee, which may differ from time to time.

     Once candidates are identified, background information on each candidate is distributed to members of the governance committee, which evaluates recommended candidates. Unless eliminated by the screening, the committee reports the candidates’ names to the board and requests comments from the other directors.

     The committee does not solicit director nominations. If it is actively considering adding a new director, or preparing to recommend a slate of existing directors for re-election, the board will consider recommendations sent by stockholders to Centex’s secretary that set forth:

     The governance committee has retained an executive search firm to work with the committee to assist in assessing the specifications for directors to fill any existing vacancies, and in identifying potential nominees.

     The committee did not receive any recommendations for director nominees from any stockholder for inclusion in this year’s proxy statement.

Communicating With Our Board

     You can communicate with any member of our board of directors by sending the communication to Centex Corporation, Post Office Box 199000, Dallas, Texas 75219-9000, to the attention of the director or directors of your choice (e.g., “Attention: Lead Director” or “Attention: All Independent Directors,” etc.). We relay these communications addressed in this manner as appropriate. Communications addressed to the attention of “The Board of Directors” are forwarded to our lead director for review and further handling.

Report of the Compensation and Management Development Committee

     Here is the committee’s report on executive compensation.

Compensation Governance

     The compensation committee is comprised of directors Schoewe (Chair), Cook, Murchison and Postl, each of whom is independent under the New York Stock Exchange Listing Standards and Section 162(m) of the Internal Revenue Code.

     The committee authorizes all awards under Centex’s equity-based compensation plans and operates under a written charter adopted by the board. The committee has authority to hire outside advisors and it has engaged Mercer Human Resource Consulting to advise it on the compensation of Centex’s executives. This consultant reports directly to the committee.

     The committee is responsible for approving compensation awarded to all executive officers of Centex, including the executive officers named in the Summary Compensation Table included on page 27 of this proxy statement, whom we refer to as the named executive officers. The duties of the committee are summarized in this proxy statement under “Board Committees” beginning on page 12 and are more fully described in the charter available on our website at http://ir.centex.com/ governance.cfm.

Compensation Philosophy

     Purpose. Centex’s executive compensation programs are designed to create stockholder value by attracting, motivating and retaining highly effective senior executives. The committee believes that the skill and effort of these executives are crucial to long-term sustained company performance and to the achievement of Centex’s strategic objectives. The company’s success in the battle for talent is evident: it has consistently received recognition from diverse sources, such as Fortune magazine’s “America’s Most Admired Companies” and Chief Executive magazine’s “Top 20 Companies for Developing Leaders.” Our core business is homebuilding, which is in a vibrant industry in which performance and pay benchmarks are not static. Consequently, the committee re-examines compensation annually.

     Elements. To achieve its purpose of motivating executives to create stockholder value, and retaining them, the committee offers a mixture of short-term and long-term incentive compensation.

     Setting Pay. The committee sets executive pay according to the following principles:

     Short-term incentive compensation is generally payable in cash shortly after the fiscal year in which it is earned. As described below, certain of our executive officers were subject to a limit on the amount of cash they could receive for their short-term incentive compensation. For the senior officers subject to this limitation, a portion of the short-term incentive compensation was paid in restricted stock. Long-term incentive compensation for fiscal year 2005 was awarded as a combination of deferred cash, options, restricted stock or stock units, as described below.

Compensation-Setting Decisions for Fiscal Year 2005

     Process

     The committee sets potential compensation, and the associated performance requirements, on a yearly basis. For fiscal year 2005, the compensation-setting process for the named executive officers involved three basic steps:

     These three steps are described in more detail below:

     Setting performance requirements. Early in the fiscal year, the committee, working with senior management and the committee’s compensation consultant, reviewed the business plans for the coming fiscal year for the company. The committee compared the projected performance for the fiscal year to past performance. Then the committee set performance requirements, which are the ranges of performance statistics (also called metrics) for which executives would be paid incentive compensation. For each performance requirement there is a minimum performance level below which no payment will be made.

     Two separate sets of metrics that impact the named executive officers were used in fiscal year 2005: metrics for executives of Centex, which we refer to as the Centex Metrics, and metrics for executives of Centex Homes, which we refer to as the Centex Homes Metrics. Centex Homes is our largest subsidiary. The Centex Homes Metrics were different than the Centex Metrics for two reasons. First, Centex Corporation has lines of business besides homebuilding and its metrics reflect principles common across the company. Second, Centex Homes uses performance metrics that are tailored to its business and that apply to all senior managers in the business, including Mr. Hannigan.

     Setting individual compensation potentials. As it set performance requirements, the committee also set individual compensation potential, by performance metric, for each executive. The financial reward for each metric varies by individual executive according to relevant factors, such as competitive pay information for that position. For each of the performance metrics there is a formula that establishes a payout range based on the rate or amount of the performance metric that has been

achieved. This is described in more detail below.

     Measuring performance and setting award. After the end of the fiscal year, the committee reviewed actual performance against the performance requirements established at the outset of the year and approved the final compensation award for the executive.

     For fiscal 2005 the named executive officers’ incentive compensation was determined under compensation plans

approved by Centex stockholders (the Centex Corporation 2003 Annual Incentive Compensation Plan and the Centex Corporation 2003 Equity Incentive Plan). The metrics used to determine their individual compensation were determined by their position at the beginning of fiscal year 2005. The following chart describes the principal positions of the named executive officers at the beginning and end of fiscal year 2005 and the performance metrics applicable to their compensation.

     We first discuss short-term incentive compensation and then we discuss long-term incentive compensation.

     Short-Term Incentive Compensation

     Centex Metrics (Short-Term). For fiscal 2005, Centex executives Eller, Echols, Smerge and Stewart were subject to the Centex Metrics. Two company performance requirements were set for short-term incentive compensation:

     The full bonus potential was divided between the two metrics, with a heavier weighting on net earnings growth. For the net earnings growth performance requirement, the

metric chosen was the percentage change in earnings. The metrics were placed on a sliding scale that related stated percentage changes in earnings to fixed bonus potentials. It provided for a progressively greater bonus as the percentage of earnings growth over 2004 increased. The committee reserved the right to itself and the board to make no short-term incentive compensation award if fiscal year 2005 net earnings from continuing operations were less than the previous fiscal year. The committee used a similar approach for margin improvement for which the metric was also percentage change, expressed in basis points (or hundredths of percentage points). If pre-tax margin did not improve from the prior year, there was no short-term incentive compensation potential at all with respect to the pre-tax margin improvement metric.

     Cash Limitation. The committee wanted to ensure that the compensation of the Centex senior leaders (Messrs. Eller, Echols and Stewart) was properly balanced in good years between short-term (cash) and long-term (equity), in order most fully to align the interests of Centex executives and stockholders. The plan proposed for fiscal year 2005 might yield a heavy weighting toward cash, if performance was strong. Therefore, the committee decided at the beginning of fiscal year 2005 that the cash portion of the chief executive officer’s short-term incentive compensation would be limited to $5,000,000, with the remaining portion of any short-term incentive compensation to be paid in the form of restricted stock. The committee similarly limited the cash portion of the short-term incentive compensation computed under the Centex Metrics to $2,000,000 for Messrs. Echols and Stewart, with the remaining portion to be paid in the form of long-term awards. This limitation on short-term cash awards did not apply to executives paid under the Centex Homes Metrics, including Messrs. Hannigan and Wheeler. They were eligible to receive all short-term awards in cash.

     Short-Term Incentive Compensation Awards Under the Centex Metrics. Net earnings from continuing operations for fiscal year 2005 were a record $1,011 million, an increase of 30% over last year’s record net earnings. The pre-tax margin exceeded 12.2%, an improvement of over 110 basis points over last year. The short-term incentive compensation payments for executives subject to the Centex Metrics were calculated in accordance with the approved plan, and were reviewed and approved by the committee and the board. The full amount of the short-term incentive compensation was paid in cash, except for those Centex executives affected by the cash limitation described above, who received a mixture of cash and restricted stock.

     The compensation for Mr. Smerge, who retired at December 31, 2004, is set forth in the Summary Compensation Table and reflects an agreement reached with Mr. Smerge in early fiscal 2005, that he would be entitled to a pro rata portion of the incentive compensation to which he otherwise would have been entitled, except that all of his incentive compensation was paid in cash and not long-term measures.

     Centex Homes Metrics (Short-Term). In fiscal year 2005, executives Hannigan and Wheeler were paid a percentage of the operating income of Centex Homes according to a formula driven by the Centex Homes Metrics. Each metric affects the bonus in two ways: by its relative weighting, and by the company’s performance against requirements on the metric. For fiscal 2005, the Centex Homes Metrics for short-term incentive compensation were:

Each metric had certain minimum hurdles and a benchmark-driven performance scale associated with it, with progressively higher bonus potential for the higher tiers in the scale. Each metric yields a weighted multiplication factor. The sum of the four weighted factors is multiplied by a measure of net operating income to calculate the award.

     Short-Term Incentive Compensation Under the Centex Homes Metrics. The short-term incentive compensation payments for executives subject to the Centex Homes Metrics were calculated in accordance with the approved plan, and were reviewed and approved by the committee and the board. The full amount of the short-term incentive compensation for each executive was paid in cash.

Long-Term Incentive Compensation

     The committee views long-term compensation differently than short-term compensation and uses it to reinforce executive alignment with stockholders’ interests and to achieve executive retention. Because the committee views stockholder alignment to be the paramount principle of long-term compensation, it seldom approves awards made solely for retention purposes. Therefore, long-term incentive compensation generally is awarded only after minimum performance levels are achieved. This means that the company must achieve performance targets, set at the beginning of the fiscal year, in order for executives to receive grants after the end of the year when the performance is known. These grants, if made, vest over time if

the executive remains employed, thus encouraging retention. The vesting of equity awards is described at the end of this section.

     Centex Metrics (Long-Term). For fiscal 2005, the Centex Metric for long-term incentive compensation awards was return on average stockholders’ equity. Awards were to be made only if return on average stockholders’ equity was at least 20%.

     Long-Term Incentive Compensation Awards Under the Centex Metrics. For fiscal 2005, potential long-term incentive awards to Centex executives under the Centex Metrics were set as a stock option opportunity for each officer. The potential maximum stock option awards were: Mr. Eller — 432,000 shares; Mr. Echols — 150,000 shares; and Mr. Stewart — 80,000 shares. Since Centex reported a return on average stockholders’ equity of 28%, each such Centex officer was entitled to the maximum number of options described above.

     In order to conserve stock options for award to other key employees in the company’s operating units, for fiscal year 2005, such Centex officers received only 50% of the number of stock options described above. They received the value of the unawarded options, calculated according to the currently recognized Black-Scholes’ method for valuing stock options, in deferred cash awards (25%) and restricted stock (25%) as described below. Therefore, the actual option awards for such officers were as follows: Mr. Eller — 216,000 shares; Mr. Echols — 75,000 shares; and Mr. Stewart — 40,000 shares.

     The deferred cash compensation awards for such officers were as follows: Mr. Eller — $2,473,200; Mr. Echols — $858,750; and Mr. Stewart — $458,000. The deferred cash compensation bears interest at Centex’s current blended borrowing cost, as determined quarterly by Centex’s treasurer. Payouts of vested amounts of deferred cash compensation will be made upon the sooner of the termination of the officer’s employment with Centex or date(s) chosen by the officer on or before the time of grant in accordance with applicable income tax requirements.

     The restricted stock awards for such officers were as follows: Mr. Eller — 43,117 shares; Mr. Echols — 14,971 shares; and Mr. Stewart — 7,985 shares. The executive

officers will be entitled to normal cash dividends on the restricted stock.

     Centex Homes Metrics (Long-Term). For fiscal 2005, the Centex Homes Metrics for long-term incentive compensation were the same as the metrics for short-term compensation, but the weighting was different. Each metric has a benchmark-driven performance scale associated with it, with progressively higher compensation potential for the higher tiers in the scale. There is also an overall multiplier factor that can increase the award, by up to 30%, for achievement of 3-year rolling earnings-growth goals. No long-term incentive compensation awards were to be made if any of three metrics (margin, customer satisfaction or return on average net assets) fell below a minimum level. Also, no long-term incentive awards were to be made with respect to the business process metric if performance fell below certain hurdles.

     Long-Term Incentive Compensation Awards Under the Centex Homes Metrics. For fiscal 2005, potential long-term incentive awards to executives under the Centex Homes Metrics were set as a stock option opportunity for each officer. The potential maximum stock option awards to such officers, including the earnings-growth multiplier, were: Mr. Hannigan — 546,000 shares, and Mr. Wheeler — 78,000 shares. Fiscal 2005 results for Centex Homes were such that each officer was entitled to 75% of the maximum number of options described above.

     In order to conserve stock options for award to other key employees in the company’s operating units, for fiscal year 2005, Messrs. Hannigan and Wheeler received only 50% of the number of stock options to which they were entitled as described above. They received the value of the unawarded options, calculated according to the currently recognized Black-Scholes’ method for valuing stock options, in stock units, as described below. Therefore, option awards for each such officer were as follows: Mr. Hannigan — 203,979 shares, and Mr. Wheeler — 29,694 shares. The stock unit awards for each such officer were as follows: Mr. Hannigan — 82,153 shares, and Mr. Wheeler — 11,958 shares.

     Vesting. Once granted, fiscal year 2005 awards in the form of options, deferred cash, restricted stock and stock units become

exercisable at the rate of 8-1/4% per quarter in the fiscal year in which granted, 8-1/4% per quarter in the following fiscal year and 8-1/2% per quarter in the third fiscal year, so that it is fully vested in three years. For fiscal year 2006 the vesting schedule for each type of award will be changed so that it occurs more slowly, with one-third of the award vesting one year after grant, another one-third vesting two years after the grant, and the final one-third vesting at the end of the third year.

CEO Compensation for Fiscal 2005

     The committee regards compensation of the chief executive officer to be among its most important responsibilities. The chief executive officer should be properly incentivized and properly rewarded. We incentivize the chief executive officer to lead the business in a direction that will maximize stockholder value over the long-term, not just the next year. We reward the chief executive officer for performance consistent with the business plan, using at-risk incentive compensation that pays significant sums only for high levels of performance.

     Mr. Eller, the chief executive officer of Centex, has no employment agreement and serves at the pleasure of the board. He participated with other named executive officers under a performance plan subject to the Centex Metrics. The amount of cash and other compensation received by Mr. Eller for fiscal 2005 is described above and in the Summary Compensation Table.

     Mr. Eller received an annual base salary of $860,000 in fiscal year 2005. His salary was 15% below the median salary of chief executive officers in Centex’s peer group. The committee has set Mr. Eller’s annual base salary for fiscal year 2006 at $900,000, which reflects an increase of 4.65%. The committee’s consultant confirmed that the new salary remains below the median salary of chief executive officers in Centex’s peer group.

     During fiscal 2005, net earnings from continuing operations grew 30% over last year to $1.011 billion, and the pre-tax margin exceeded 12.2%, an improvement of 110 basis points over last year. Also, during fiscal 2005, Centex’s revenues grew 24% to $12.86 billion; earnings per share from continuing operations

grew 27% to $7.64 and return on average stockholders’ equity was 28%.

     Mr. Eller’s short-term incentive compensation for fiscal 2005 was worth $13,147,732. It consisted of cash of $5,000,000 and 142,046 shares of restricted stock. The restricted shares were awarded in lieu of cash because of the cash limitation policy described earlier in this report.

     Mr. Eller’s long-term incentive compensation for fiscal 2005 was worth $9,892,800. It consisted of a deferred cash award of $2,473,200, options to purchase 216,000 shares of our common stock, and 43,117 shares of restricted stock, as more fully described above.

Executive Compensation for Fiscal Year 2006

     The committee approved performance goals and incentive compensation potentials for the named executive officers for fiscal year 2006, other than for Mr. Smerge, who has retired. Working with senior management and the committee’s compensation consultant, the committee reviewed the company’s business plans for fiscal year 2006. It also reviewed the forecasted earnings-per-share growth of a peer group of large publicly owned homebuilding companies for a comparable period, drawing on publicly available information for the comparison. This gave the committee an indication of the peer group’s forecasted average earnings growth for fiscal 2006. The committee set performance goals that effectively require the company to increase earnings in fiscal year 2006 at a higher rate than the forecasted average for the peer group in order for Messrs. Eller and Hannigan to receive incentive compensation pay in fiscal year 2006 comparable to that which they were awarded in fiscal year 2005. The same is true of the other named executive officers in this proxy.

     Individual performance goals for short-term incentive compensation for fiscal 2006 for all the named executive officers (other than Mr. Hannigan) relate to net earnings growth and pre-tax margin improvement. The individual performance goal for long-term incentive compensation for all but Mr. Hannigan is return on stockholders’ average equity. Mr. Hannigan’s individual performance goals for

short-term incentive compensation for fiscal 2006 relate to homebuilding operating margin and customer satisfaction, as well as a growth measure and a business process measure. His individual performance goals for long-term incentive compensation relate to return on average net assets and homebuilding earnings growth.

     The compensation committee approved increases of the base salaries for the named executive officers, effective as of April 1, 2005, which ranged from 2.8% to 5%.

Limits on Deductibility of Compensation

     Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the corporation’s chief executive officer and four other most highly compensated executive officers at the end of any fiscal year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met.

     For the bonuses paid to executives to be deductible by Centex, the company must achieve the specified performance metrics set for each fiscal year under the Centex Corporation 2003 Annual Incentive Compensation Plan and the Centex Corporation 2003 Equity Incentive Plan.

     The committee designed the principal components of executive compensation to ensure full deductibility of compensation paid to the named executive officers for fiscal year 2005. The committee believes, however, that stockholder interests are best served by not restricting the committee’s discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses.

Option Compensation Expense

     Effective April 1, 2003, Centex began expensing all newly issued stock options under the fair value measurement provisions of Statement of Financial Accounting Standards No. 123, by which Centex will recognize compensation expense of a stock option award to an employee based on the fair value of the award on the grant date. Compensation

expense of restricted stock and stock unit awards to an employee are based on the stock price at grant date and deferred cash awards are based on the amount of the award. The compensation expense for stock options, restricted stock, stock units and deferred cash is recognized over the vesting period.

Other Matters

     In addition to base salary, the executive officers of Centex are also eligible to receive other benefits, such as medical benefits and Profit Sharing Plan contributions, that are generally available to employees of Centex, and some that are not generally available, like contributions under Centex’s Supplemental Executive Retirement Plan, or SERP, discretionary retired long-term employee medical benefits, and coverage under the Salary Continuation Plan.

     In fiscal year 1995, the board approved the SERP for certain employees participating in the Profit Sharing Plan. Applicable regulations set a limit (currently $210,000) of annual compensation that may be considered in determining Centex’s contribution to the Profit Sharing Plan for the account of an eligible participant. The SERP was established to eliminate the adverse treatment that higher-salaried employees receive under the regulation by accruing funds for each participant in an amount equal to the contribution that he or she would have received under the Profit Sharing Plan had 100% of his or her annual salary been eligible for a profit sharing contribution. Contributions accrued under the SERP for the benefit of the named executive officers vest under the same terms and conditions as the Profit Sharing Plan. Bonuses paid to participants are not included in making calculations for contributions made or accrued to recipients’ accounts under either the Profit Sharing Plan or the SERP.

     In May 2004, the compensation committee recommended, and the board approved, amendments to certain of Centex’s compensation plans to provide for immediate vesting of outstanding grants and awards under the plans upon a recipient’s retirement if the recipient is at least 55 years old, has at least ten years of service with Centex or a

subsidiary and the sum of age and years of service is at least 70.

Compensation and Management Development Committee

Thomas M. Schoewe, Chair
Dan W. Cook III
Clint W. Murchison, III
James J. Postl

Compensation Committee Interlocks and Insider Participation

     None.

Employment and Other Agreements

Employment Agreements

     Centex has no employment agreement with Mr. Eller, our chief executive officer.

     Centex entered into an employment agreement with Leldon E. Echols, our executive vice president and chief financial officer, when he joined Centex in June 2000. The agreement provides for (a) a term that at all times has a remainder of two years, (b) discretionary bonuses and certain other fringe benefits, (c) the payment to Mr. Echols of two years’ base salary if he dies or becomes disabled, or if his employment is terminated by Centex for any reason (other than for cause) or by his voluntary resignation at a time when Centex is in breach of the agreement and (d) if Mr. Echols voluntarily resigns, or Centex terminates his employment for any reason other than cause, within two years after the occurrence of a change in control of Centex, the payment to him of two years’ base salary plus his average bonus for the two fiscal years preceding the fiscal year in which the change in control occurred. The agreement also provides for a minimum annual base salary of $550,000 commencing April 1, 2005.

     Although he remained a director, David W. Quinn retired as vice chairman of our board and an employee of Centex on March 31, 2002. In connection with his retirement, Centex entered into a consulting agreement with Mr. Quinn pursuant to which he provided Centex with consulting services related to acquisitions and dispositions, strategic, financial and structural planning and certain

pending litigation. The agreement provided for annual compensation of $400,000 commencing April 1, 2002 and continuing for the first 24 months of the five-year term of the agreement. Centex and Mr. Quinn mutually terminated the consulting agreement effective March 31, 2004. The termination agreement provides that Centex will (a) continue, through March 31, 2007, to provide Mr. Quinn with the medical and dental coverages that were provided to him as an employee of Centex at March 31, 2002, subject to any changes of general application in the medical and dental programs, and (b) continue to pay to him all deferred compensation owing to him relating to his prior employment. Mr. Quinn continues to serve as a director of Centex with a term scheduled to expire at the 2007 annual meeting. He receives the same compensation as other non-employee directors for his services as a director.

     There are no other employment agreements with any of the named executive officers.

Equity Plans Change in Control Provisions

     Under the terms of the company’s equity plans, awards are generally subject to special provisions upon the occurrence of a defined “change in control” transaction unless otherwise provided in the applicable award agreement. Under the plans, if a change in control occurs, any outstanding stock options, restricted stock or other plan awards would generally become immediately fully vested and exercisable, with performance-based equity awards vested at target levels.

Salary Continuation Plan

     The company maintains a salary continuation plan for certain executives. Coverage under this plan provides that, if a participating executive dies while employed by the company, the designated beneficiary is entitled to receive an amount equal to 100% of the executive’s salary in effect at the date of death for the first year after such date of death and 50% thereof during the years remaining until the date that would have been the executive’s 65^th birthday. Centex is the owner of life insurance on the lives of the participating executives under a group plan to fund a portion of the anticipated benefits.

Such insurance is not for the benefit of the participant.

No Defined Benefit Pension Plans

     Except for the salary continuation plan, Centex has no defined benefit, pension or retirement plan for key executives.

Benefits and Perquisites

     The company provides its executive officers with employee benefits and perquisites. Except as specifically noted elsewhere in this proxy statement, the

employee benefits programs in which our executive officers participate (which provide benefits such as medical benefits coverage, group term life insurance protection, and annual contributions to qualified savings plan) are generally the same programs offered to substantially all the company’s salaried employees.

     The perquisites available to our executive officers include the availability of a leased automobile or an automobile allowance, a modest stipend for health or country club membership, travel benefits, and reimbursement for an annual physical exam.

     In fiscal 2005, Timothy R. Eller, our chairman of the board and chief executive officer, purchased a home in Montefaro, a luxury community in La Jolla, California, from Centex Homes. The purchase price was $2,309,859. As determined by the audit committee, this purchase transaction was made in the ordinary course of business, was made on substantially the same terms, including purchase price, as those prevailing at the time for comparable transactions with other persons not affiliated with Centex, and did not present any unfavorable terms to Centex Homes.

     Centex loaned $350,000 to Robert S. Stewart, our senior vice president — strategy and corporate development, when he joined Centex in May 2000 and relocated to Dallas. Mr. Stewart used the proceeds of the loan to purchase his Dallas residence. The loan, which is unsecured and the full balance of which remains outstanding, does not bear interest and is payable in one installment on November 15, 2005. The carrying cost to Centex is deemed to be its blended borrowing cost, which was 6.115% for fiscal 2005.

     In August 2003, when Jonathan R. Wheeler was an officer of Centex Homes, Mr. Wheeler obtained a construction loan from CTX Mortgage Company, LLC to finance the purchase and construction of a vacation residence. Mr. Wheeler became an executive officer of Centex during fiscal 2005. At March 31, 2005, the balance of the loan was $1,113,411. During fiscal 2005, the weighted average interest on the loan was 4.7%. In April 2005, Mr. Wheeler reduced the balance of the loan to $750,000 and, pursuant to a right granted at the inception of the loan, elected to change the interest rate to 5.25%, which adjusts each five years. CTX Mortgage anticipates selling the loan to a third party in June 2005. The loan was made in the ordinary course of business, was made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons not affiliated with Centex, and did not involve more than the normal risk of collectability or present other unfavorable terms.

     In fiscal 2005, Mr. Wheeler purchased a lot in The Hollows, a luxury community in

Jonestown, Texas, on Lake Travis, from Centex Homes. The purchase price paid was $375,000. This purchase transaction was made in the ordinary course of business, was made on substantially the same terms, including purchase price, as those prevailing at the time for comparable transactions with other persons not affiliated with Centex, and did not present any unfavorable terms to Centex Homes.

AUDIT COMMITTEE REPORT

To the Board of Directors of Centex Corporation:

     We have reviewed and discussed with management Centex Corporation’s audited financial statements as of and for the fiscal year ended March 31, 2005.

     We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement on Auditing Standards No. 90, Audit Committee Communications, by the Auditing Standards Board of the American Institute of Certified Public Accountants.

     We have received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and have discussed with the auditors the auditors’ independence. We have also considered whether the auditors’ provision of non-audit services to Centex Corporation and its affiliates is compatible with the auditors’ independence.

     Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in Centex Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005.

Audit Committee

Barbara T. Alexander, Chair
Thomas J. Falk
Frederic M. Poses
May 19, 2005

     Ernst & Young LLP acted as our independent auditors to audit our books and records for fiscal year 2005, and the audit committee has appointed Ernst & Young as our independent registered public accounting firm for fiscal year 2006, subject to ratification by Centex stockholders.

     Our corporate governance guidelines provide that our stockholders will have the opportunity to ratify the appointment of our independent auditors. The guidelines provide for this opportunity because we believe ratification of the appointment is good corporate practice and because the audit of our books and records is a matter of importance to our stockholders. If our stockholders do not ratify the appointment, the audit committee will reconsider whether or not to retain Ernst & Young, but still may retain them. Even if the appointment is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Centex and our stockholders.

     Representatives of Ernst & Young are expected to be present at the annual meeting, with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders.

Recommendation of the Board

     Our board unanimously recommends a vote FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2006.

Audit Fees

     The audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of Ernst & Young, our independent auditors. Ernst & Young reports directly to the audit committee. The audit committee has adopted policies and procedures for pre-approving all audit and permissible non-audit services performed by Ernst & Young after May 6, 2003. Under these policies, the

committee pre-approves the use of audit and specific permissible audit-related and non-audit services up to certain dollar limits. Services that do not come under this authority must be pre-approved separately by the committee or, for services that do not exceed $200,000, by a member of the committee. Any such member must report the pre-approval at the next audit committee meeting. In determining whether or not to pre-approve services, the audit committee determines whether the service is a permissible service under the SEC’s rules, and, if permissible, the potential effect of such services on the independence of Ernst & Young.

     The following table presents the aggregate fees billed for professional services by Ernst & Young in the last two fiscal years:

     As used in the table:

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file initial reports of ownership, reports of changes in ownership and annual reports of ownership with the SEC and the NYSE. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file with the SEC.

     Based solely on our review of the copies of such reports received by us with respect to fiscal year 2005 or written representations from certain reporting persons, we believe that our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, have complied with all filing requirements of Section 16(a) for fiscal year 2005 applicable to such persons.

Stockholder Proposals

     Our 2006 annual meeting of stockholders is scheduled to be held on July 13, 2006. In order to be considered for inclusion in our proxy material for that meeting, stockholder proposals must be received at our executive offices, addressed to the attention of Centex’s secretary, not later than February 15, 2006.

     For any proposal that is not submitted for inclusion in our proxy material for the 2006 annual meeting of stockholders but is instead sought to be presented directly at that meeting, Rule 14a-4(c) under the Securities Exchange Act of 1934 permits our management to exercise discretionary voting authority under proxies it solicits unless we are notified about the proposal on or before April 29, 2006 and the stockholder submitting the proposal satisfies the other requirements of

Rule 14a-4(c). Our by-laws also provide that, to be considered at the 2006 annual meeting, a stockholder proposal relating to the nomination of a person for election as a director must be submitted in writing and received by Centex’s secretary at our executive offices no later than April 13, 2006, and must contain the information specified by and otherwise comply with our by-laws. Any stockholder wishing to receive a copy of our by-laws should direct a written request to Centex’s secretary at our principal executive offices.

Withdrawn Stockholder Proposal

     The Nathan Cummings Foundation notified the company that they intended to present a stockholder proposal for action by the stockholders at the 2005 annual meeting. The proposal addressed concerns about global warming and energy efficiency and requested stockholders to approve a resolution requesting that a committee of independent directors of the board of directors assess how the company is responding to the rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other greenhouse gas emissions and report to the stockholders (at reasonable cost and omitting proprietary information) by September 1, 2005.

     The company recognizes that energy efficient homes consume less energy, which should have a positive impact on greenhouse gas emissions. In discussions about the proposal the company and the proponent agreed that they share a common interest in recognizing and satisfying customer demand for energy efficiency in home design. Furthermore, the company provided to the proponent evidence of the company’s efforts to build and market energy efficient homes in certain of its divisions. For example, in cooperation with the Davis Energy Group and with support from the U.S. Department of

Energy’s “Building America” and “Zero Energy Home” programs, the company opened in 2001 its 21st Century Performance Home in Livermore, California which uses many energy saving features in an attempt to achieve an annual electric bill of zero dollars (see www.davisenergy.com/zeh/). Finally, in response to the proposal, and building on discussions with the proponent, the company intends to add to its website (www.centex.com) information, for its customers to read, about the energy efficient homes that the company builds and sells.

     Because the proponent determined that the company is actively addressing the issues raised in this proposal, the proponent agreed to withdraw the proposal.

Electronic Delivery of Future Annual Reports and Proxy Statements

     If you wish to receive future proxy materials and annual reports over the Internet instead of receiving copies in the mail, follow the instructions provided when you vote through the Internet. If you vote by telephone, you will not have the option of electing electronic delivery while voting. If you elect electronic delivery, we will discontinue mailing proxy materials and annual reports to you beginning next year and send you an e-mail message notifying you of the Internet address or addresses where you may access the proxy materials and annual report.

Form 10-K

     Stockholders entitled to vote at the annual meeting may obtain a copy our Annual Report on Form 10-K for the fiscal year ended March 31, 2005, including the financial statements, required to be filed with the SEC, without charge, upon written or oral request to Centex Corporation, Attention: James R. Peacock III, Secretary, 2728 N. Harwood, Dallas, Texas 75201, telephone (214) 981-5000. This year our Annual Report on Form 10-K (excluding exhibits) is a part of our 2005 Annual Report to Stockholders, which is being sent with this proxy statement.

Centex Website

     In this proxy statement, we state that certain information and documents are available on the Centex website. These references are merely intended to suggest where additional information may be obtained by our stockholders, and the materials and other information presented on our website are not incorporated in and should not otherwise be considered part of this proxy statement.

James R. Peacock III

Dallas, Texas
June 14, 2005

01 Barbara T. Alexander (2008), 02 Juan L. Elek (2008), 03 Timothy R. Eller
(2008), 04 James J. Postl (2008), 05 Ursula O. Fairbairn (2006)

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write the nominee’s name in the space provided below.)

The Board of Directors recommends that you vote FOR the election of all the nominees in Item 1 and FOR Item 2.

OR