<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                -----------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                -----------------



                               CENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   75-0778259
                                (I.R.S. Employer
                               Identification No.)


                               2728 NORTH HARWOOD
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)




                              --------------------


                  CENTEX CORPORATION DEFERRED COMPENSATION PLAN
                            (Full title of the plan)



                                RAYMOND G. SMERGE
  EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER, GENERAL COUNSEL AND SECRETARY
                               2728 NORTH HARWOOD
                               DALLAS, TEXAS 75201
                     (Name and address of agent for service)

                                 (214) 981-5000
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                             Proposed maximum       Proposed maximum
             Title of                   Amount to be        offering price per     aggregate offering          Amount of
    securities to be registered          registered             share (1)               price (1)          registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                     <C>                      <C>
Deferred Compensation Obligations (2)    $10,000,000               100%                $10,000,000              $2,640
==================================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.

(2)      The Deferred Compensation Obligations are unsecured general obligations
         of Centex Corporation ("Centex") to pay deferred compensation in
         accordance with the terms of the Centex Corporation Deferred
         Compensation Plan.

================================================================================


<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.                INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities and Exchange
Commission by Centex and are incorporated herein by reference and made a part
hereof:

      (a)   Joint Annual Report on Form 10-K of Centex, 3333 Holding Corporation
            ("Holding') and Centex Development Company, L.P. ("CDC") for the
            fiscal year ended March 31, 1999;

      (b)   Amended Joint Annual Report on Form 10-K of Centex, Holding and CDC
            for the fiscal year ended March 31, 1999;

      (c)   Joint Quarterly Reports on Form 10-Q of Centex, Holding and CDC for
            the quarters ended June 30, 1999, September 30, 1999 and December
            31, 1999;

      (d)   Current Reports on Form 8-K of Centex dated August 9, 1999, August
            27, 1999, January 27, 2000, February 1, 2000 and May 1, 2000;

      (e)   Description of the Centex Common Stock, $0.25 par value per share,
            contained in the Registration Statement on Form 8-A dated October
            28, 1971 and Form 8 dated November 11, 1971;

      (f)   Description of the Preferred Stock Purchase Rights contained in the
            Form 8-A Registration Statement of Centex dated October 8, 1996.

      All documents filed by Centex pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.


                                        1
<PAGE>   3


ITEM 5.                INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the Deferred Compensation Obligations described herein has
been passed upon for Centex by Raymond G. Smerge, Executive Vice President,
Chief Legal Officer, General Counsel and Secretary of Centex.

ITEM 6.                INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Centex is a Nevada corporation. Pursuant to the provisions of Section
78.7502 of the Nevada General Corporation Law, every Nevada corporation has
authority to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
the action, suit or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause or belief his conduct was unlawful.

      Under Nevada law, Centex also has the authority to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation, to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification shall be made, however, for any claim, issue or
matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court determines that
in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.

      To the extent any person referred to in the two immediately preceding
paragraphs is successful on the merits or otherwise in defense of any action,
suit or proceeding, the Nevada General Corporation Law provides that such person
must be indemnified by the corporation against expenses including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

      Section 78.751 of the Nevada General Corporation Law requires the
corporation to obtain a determination that any discretionary indemnification is
proper under the circumstances. Such a determination must be made by the
corporation's stockholders; its board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;
or under certain circumstances, by independent legal counsel. The Articles of
Incorporation of Centex provide for indemnification of its directors and
officers to the extent provided by Nevada law.

      In addition, Section 78.037 of the Nevada General Corporation Law permits
Nevada corporations to include in their articles of incorporation a provision
eliminating the personal liability of their directors and officers, to the
corporation or stockholders, for damages resulting from their breach of
fiduciary duties. An amendment to the Articles of Incorporation of Centex was
adopted by its stockholders at the annual meeting held on July 15, 1987 in order
to effect the permitted limitation on liability. This limitation on liability is
also reflected in the Bylaws of Centex.


                                        2

<PAGE>   4

      The Bylaws of Centex provide that the corporation shall indemnify its
directors, officers, employees and agents to the fullest extent provided by the
Nevada General Corporation Law and its Articles of Incorporation. In addition,
the Bylaws of Centex provide for indemnification to the same extent of any
director, officer or employee of the corporation who serves in any fiduciary
capacity with respect to any profit sharing, pension or other type of welfare
plan or trust for the benefit of employees of the corporation or its
subsidiaries.

      Centex has entered into indemnification contracts with its directors and
may enter into similar contracts from time to time with certain officers and
employees of Centex and its subsidiaries who are not directors of Centex. The
general effect of the indemnification contracts is to provide that the
indemnitees shall be indemnified to the fullest possible extent permitted by the
law against all expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in any
action or proceeding, including any action by or in the right of Centex, by
reason of their service in the foregoing capacities. The provisions of the
aforementioned indemnification contracts were approved by stockholders of Centex
at the annual meeting of stockholders held on July 16, 1986.

      Centex also maintains insurance to protect itself and its directors,
officers, employees and agents against expenses, liabilities and losses incurred
by such persons in connection with their service in the foregoing capacities.

      The foregoing summaries are necessarily subject to the complete text of
the statute, articles of incorporation, bylaws, agreements and insurance
policies referred to above and are qualified in their entirety by reference
thereto.

ITEM 8.                EXHIBITS.

      The information required by this Item 8 is set forth in the Index to
Exhibits accompanying this Registration Statement.

ITEM 9.                UNDERTAKINGS.

      (a)      The undersigned Registrant hereby undertakes:

               (1)     To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:

                       (i) To include any prospectus required by section
                       10(a)(3) of the Securities Act of 1933.

                       (ii) To reflect in the prospectus any facts or events
                       arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate,
                       represent a fundamental change in the information set
                       forth in the registration statement. Notwithstanding the
                       foregoing, any increase or decrease in volume of
                       securities offered (if the total dollar value of
                       securities offered would not exceed that which was
                       registered) and any deviation from the low or high end of
                       the estimated maximum offering range may be reflected in
                       the form of prospectus filed with the Securities and
                       Exchange Commission pursuant to Rule 424(b) if, in the
                       aggregate, the changes in volume and price represent no
                       more than a 20% change in the maximum aggregate offering
                       price set forth in the "Calculation of Registration Fee"
                       table in the effective registration statement.

                       (iii) To include any material information with respect to
                       the plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

               (2)     That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new registration
                       statement relating to the securities


                                        3
<PAGE>   5

                       offered therein, and the offering of such securities at
                       that time shall be deemed to be the initial bona fide
                       offering thereof.

               (3)     To remove from registration by means of post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.

      (b)      The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the Registrant's Annual Report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               (and where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Securities
               Exchange Act of 1934) that is incorporated by reference in the
               Registration Statement shall be deemed to be a new Registration
               Statement relating to the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

      (c)      Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers or
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act of 1933 and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               Registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               Registrant will, unless in the opinion if its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act of 1933 and will be governed by the final
               adjudication of such issue.

                                     EXPERTS

      The financial statements and schedules incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.


                                        4
<PAGE>   6
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Centex Corporation has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on May 26, 2000.



                                       CENTEX CORPORATION
                                       By:
                                            /s/ David W. Quinn
                                            -----------------------------------
                                            David W. Quinn
                                            Vice Chairman of the Board and
                                            Chief Financial Officer


      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Centex Corporation, a Nevada corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act, hereby constitutes and appoints
Laurence E. Hirsch and David W. Quinn, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign and file any and all amendments to this
Registration Statement, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, it being
understood that said attorneys-in-fact and agents, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person and that each of
the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
        SIGNATURES                              CAPACITY IN WHICH SIGNED                          DATE
        ----------                              ------------------------                          ----
<S>                                       <C>                                               <C>
                                               Chairman of the Board and
                                                Chief Executive Officer;
                                                        Director
/s/ Laurence E. Hirsch                       (Principal Executive Officer)                     May 26, 2000
-------------------------------------
          Laurence E. Hirsch

                                             Vice Chairman of the Board and
                                                Chief Financial Officer;
                                                        Director
/s/ David W. Quinn                           (Principal Financial Officer)                      May 26, 2000
-------------------------------------
          David W. Quinn

                                             Vice President and Controller
/s/ John S. Worth, Sr.                      (Principal Accounting Officer)                     May 26, 2000
-------------------------------------
          John S. Worth, Sr.


/s/ Barbara T. Alexander                                Director                                May 26, 2000
-------------------------------------
          Barbara T. Alexander
</TABLE>


                                       S-1
<PAGE>   7

<TABLE>
<CAPTION>
        SIGNATURES                              CAPACITY IN WHICH SIGNED                          DATE
        ----------                              ------------------------                          ----
<S>                                       <C>                                               <C>
/s/ Dan W. Cook III                                     Director                                May 26,2000
-------------------------------------
         Dan W. Cook III


/s/ Juan L. Elek                                        Director                                May 26, 2000
-------------------------------------
         Juan L. Elek


/s/ Clint W. Murchison, III                             Director                                May 26, 2000
-------------------------------------
         Clint W. Murchison, III


/s/ Charles H. Pistor, Jr.                              Director                                May 26, 2000
-------------------------------------
         Charles H. Pistor, Jr.


/s/ Paul R. Seegers                                     Director                                May 26, 2000
-------------------------------------
         Paul R. Seegers


/s/ Paul T. Stoffel                                     Director                                May 26, 2000
-------------------------------------
         Paul T. Stoffel
</TABLE>


                                       S-2

<PAGE>   8


                                INDEX TO EXHIBITS
                               CENTEX CORPORATION
                                AND SUBSIDIARIES


<TABLE>
<CAPTION>
   EXHIBIT                                                                              FILED HEREWITH OR
   NUMBER                                 EXHIBIT                                   INCORPORATED BY REFERENCE
   ------                                 -------                                   -------------------------
<S>           <C>                                                                   <C>
4             Centex Corporation Deferred Compensation Plan.                             Filed herewith.
5             Opinion of Raymond G. Smerge.                                              Filed herewith.
23.1          Consent of Independent Public Accountants.                                 Filed herewith.
23.2          Consent of Raymond G. Smerge (included in his opinion                      Filed herewith.
              filed as Exhibit 5 hereto).
24            Powers of Attorney (included on the signature page of this                 Filed herewith.
              Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24176}]
{"company-data": {"conformed-name": "CENTEX CORP", "cik": "0000018532", "assigned-sic": "1531", "irs-number": "750778259", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37956", "film-number": "644775"}, "business-address": {"street1": "P O BOX 199000", "street2": "2728 N HARWOOD", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149815000"}, "mail-address": {"street1": "PO BOX 199000", "street2": "2728 N HARWOOD", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "CENTEX CONSTRUCTION CO INC", "date-changed": "19681211"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                -----------------

                               CENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   75-0778259
                                (I.R.S. Employer
                               Identification No.)

                               2728 NORTH HARWOOD
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)

                              --------------------

                  CENTEX CORPORATION DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                RAYMOND G. SMERGE
  EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER, GENERAL COUNSEL AND SECRETARY
                               2728 NORTH HARWOOD
                               DALLAS, TEXAS 75201
                     (Name and address of agent for service)

                                 (214) 981-5000
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                             Proposed maximum       Proposed maximum
             Title of                   Amount to be        offering price per     aggregate offering          Amount of
    securities to be registered          registered             share (1)               price (1)          registration fee
----------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations (2)    $10,000,000               100%                $10,000,000              $2,640
==================================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.

(2)      The Deferred Compensation Obligations are unsecured general obligations
         of Centex Corporation ("Centex") to pay deferred compensation in
         accordance with the terms of the Centex Corporation Deferred
         Compensation Plan.

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.                INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities and Exchange
Commission by Centex and are incorporated herein by reference and made a part
hereof:

      (a)   Joint Annual Report on Form 10-K of Centex, 3333 Holding Corporation
            ("Holding') and Centex Development Company, L.P. ("CDC") for the
            fiscal year ended March 31, 1999;

      (b)   Amended Joint Annual Report on Form 10-K of Centex, Holding and CDC
            for the fiscal year ended March 31, 1999;

      (c)   Joint Quarterly Reports on Form 10-Q of Centex, Holding and CDC for
            the quarters ended June 30, 1999, September 30, 1999 and December
            31, 1999;

      (d)   Current Reports on Form 8-K of Centex dated August 9, 1999, August
            27, 1999, January 27, 2000, February 1, 2000 and May 1, 2000;

      (e)   Description of the Centex Common Stock, $0.25 par value per share,
            contained in the Registration Statement on Form 8-A dated October
            28, 1971 and Form 8 dated November 11, 1971;

      (f)   Description of the Preferred Stock Purchase Rights contained in the
            Form 8-A Registration Statement of Centex dated October 8, 1996.

      All documents filed by Centex pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

                                        1
3

ITEM 5.                INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the Deferred Compensation Obligations described herein has
been passed upon for Centex by Raymond G. Smerge, Executive Vice President,
Chief Legal Officer, General Counsel and Secretary of Centex.

ITEM 6.                INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Centex is a Nevada corporation. Pursuant to the provisions of Section
78.7502 of the Nevada General Corporation Law, every Nevada corporation has
authority to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
the action, suit or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause or belief his conduct was unlawful.

      Under Nevada law, Centex also has the authority to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation, to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification shall be made, however, for any claim, issue or
matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court determines that
in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.

      To the extent any person referred to in the two immediately preceding
paragraphs is successful on the merits or otherwise in defense of any action,
suit or proceeding, the Nevada General Corporation Law provides that such person
must be indemnified by the corporation against expenses including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

      Section 78.751 of the Nevada General Corporation Law requires the
corporation to obtain a determination that any discretionary indemnification is
proper under the circumstances. Such a determination must be made by the
corporation's stockholders; its board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;
or under certain circumstances, by independent legal counsel. The Articles of
Incorporation of Centex provide for indemnification of its directors and
officers to the extent provided by Nevada law.

      In addition, Section 78.037 of the Nevada General Corporation Law permits
Nevada corporations to include in their articles of incorporation a provision
eliminating the personal liability of their directors and officers, to the
corporation or stockholders, for damages resulting from their breach of
fiduciary duties. An amendment to the Articles of Incorporation of Centex was
adopted by its stockholders at the annual meeting held on July 15, 1987 in order
to effect the permitted limitation on liability. This limitation on liability is
also reflected in the Bylaws of Centex.

                                        2
4

      The Bylaws of Centex provide that the corporation shall indemnify its
directors, officers, employees and agents to the fullest extent provided by the
Nevada General Corporation Law and its Articles of Incorporation. In addition,
the Bylaws of Centex provide for indemnification to the same extent of any
director, officer or employee of the corporation who serves in any fiduciary
capacity with respect to any profit sharing, pension or other type of welfare
plan or trust for the benefit of employees of the corporation or its
subsidiaries.

      Centex has entered into indemnification contracts with its directors and
may enter into similar contracts from time to time with certain officers and
employees of Centex and its subsidiaries who are not directors of Centex. The
general effect of the indemnification contracts is to provide that the
indemnitees shall be indemnified to the fullest possible extent permitted by the
law against all expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in any
action or proceeding, including any action by or in the right of Centex, by
reason of their service in the foregoing capacities. The provisions of the
aforementioned indemnification contracts were approved by stockholders of Centex
at the annual meeting of stockholders held on July 16, 1986.

      Centex also maintains insurance to protect itself and its directors,
officers, employees and agents against expenses, liabilities and losses incurred
by such persons in connection with their service in the foregoing capacities.

      The foregoing summaries are necessarily subject to the complete text of
the statute, articles of incorporation, bylaws, agreements and insurance
policies referred to above and are qualified in their entirety by reference
thereto.

ITEM 8.                EXHIBITS.

      The information required by this Item 8 is set forth in the Index to
Exhibits accompanying this Registration Statement.

ITEM 9.                UNDERTAKINGS.

      (a)      The undersigned Registrant hereby undertakes:

               (1)     To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:

                       (i) To include any prospectus required by section
                       10(a)(3) of the Securities Act of 1933.

                       (ii) To reflect in the prospectus any facts or events
                       arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate,
                       represent a fundamental change in the information set
                       forth in the registration statement. Notwithstanding the
                       foregoing, any increase or decrease in volume of
                       securities offered (if the total dollar value of
                       securities offered would not exceed that which was
                       registered) and any deviation from the low or high end of
                       the estimated maximum offering range may be reflected in
                       the form of prospectus filed with the Securities and
                       Exchange Commission pursuant to Rule 424(b) if, in the
                       aggregate, the changes in volume and price represent no
                       more than a 20% change in the maximum aggregate offering
                       price set forth in the "Calculation of Registration Fee"
                       table in the effective registration statement.

                       (iii) To include any material information with respect to
                       the plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

               (2)     That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new registration
                       statement relating to the securities

                                        3
5

                       offered therein, and the offering of such securities at
                       that time shall be deemed to be the initial bona fide
                       offering thereof.

               (3)     To remove from registration by means of post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.

      (b)      The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the Registrant's Annual Report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               (and where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Securities
               Exchange Act of 1934) that is incorporated by reference in the
               Registration Statement shall be deemed to be a new Registration
               Statement relating to the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

      (c)      Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers or
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act of 1933 and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               Registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               Registrant will, unless in the opinion if its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act of 1933 and will be governed by the final
               adjudication of such issue.

                                     EXPERTS

      The financial statements and schedules incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

                                        4
6
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Centex Corporation has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on May 26, 2000.

                                       CENTEX CORPORATION
                                       By:
                                            /s/ David W. Quinn
                                            -----------------------------------
                                            David W. Quinn
                                            Vice Chairman of the Board and
                                            Chief Financial Officer

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Centex Corporation, a Nevada corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act, hereby constitutes and appoints
Laurence E. Hirsch and David W. Quinn, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign and file any and all amendments to this
Registration Statement, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, it being
understood that said attorneys-in-fact and agents, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person and that each of
the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURES                              CAPACITY IN WHICH SIGNED                          DATE
        ----------                              ------------------------                          ----
Chairman of the Board and
                                                Chief Executive Officer;
                                                        Director
/s/ Laurence E. Hirsch                       (Principal Executive Officer)                     May 26, 2000
-------------------------------------
          Laurence E. Hirsch

                                             Vice Chairman of the Board and
                                                Chief Financial Officer;
                                                        Director
/s/ David W. Quinn                           (Principal Financial Officer)                      May 26, 2000
-------------------------------------
          David W. Quinn

                                             Vice President and Controller
/s/ John S. Worth, Sr.                      (Principal Accounting Officer)                     May 26, 2000
-------------------------------------
          John S. Worth, Sr.

/s/ Barbara T. Alexander                                Director                                May 26, 2000
-------------------------------------
          Barbara T. Alexander
S-1
7
SIGNATURES                              CAPACITY IN WHICH SIGNED                          DATE
        ----------                              ------------------------                          ----
/s/ Dan W. Cook III                                     Director                                May 26,2000
-------------------------------------
         Dan W. Cook III

/s/ Juan L. Elek                                        Director                                May 26, 2000
-------------------------------------
         Juan L. Elek

/s/ Clint W. Murchison, III                             Director                                May 26, 2000
-------------------------------------
         Clint W. Murchison, III

/s/ Charles H. Pistor, Jr.                              Director                                May 26, 2000
-------------------------------------
         Charles H. Pistor, Jr.

/s/ Paul R. Seegers                                     Director                                May 26, 2000
-------------------------------------
         Paul R. Seegers

/s/ Paul T. Stoffel                                     Director                                May 26, 2000
-------------------------------------
         Paul T. Stoffel
S-2
8

                                INDEX TO EXHIBITS
                               CENTEX CORPORATION
                                AND SUBSIDIARIES
EXHIBIT                                                                              FILED HEREWITH OR
   NUMBER                                 EXHIBIT                                   INCORPORATED BY REFERENCE
   ------                                 -------                                   -------------------------
4             Centex Corporation Deferred Compensation Plan.                             Filed herewith.
5             Opinion of Raymond G. Smerge.                                              Filed herewith.
23.1          Consent of Independent Public Accountants.                                 Filed herewith.
23.2          Consent of Raymond G. Smerge (included in his opinion                      Filed herewith.
              filed as Exhibit 5 hereto).
24            Powers of Attorney (included on the signature page of this                 Filed herewith.
              Registration Statement).