~~SECURITIES~~UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

~~JOINT~~ CURRENT JOINT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~November 2312, 2002

~~3333~~Commission ~~Holding~~File ~~Corporation and Centex Development Company, L~~No.~~P. (Exact~~ ~~name of registrants as specified in their charters)~~1-6776

~~Nevada~~Centex ~~and Delaware, respectively~~Corporation ~~(States of incorporation or organization)~~

~~1-9624~~A ~~and~~Nevada ~~1-9625,~~Corporation IRS ~~respectively~~Employer ~~(Commission~~Identification ~~File~~No. ~~Numbers)~~ 75-~~2178860~~0778259 2728 ~~and~~N. ~~75-2168471~~Harwood Dallas, ~~respectively~~Texas 75201 (~~IRS Employer Identification Nos.~~214) 981-5000

~~2728~~Commission NFile Nos. ~~Harwood,~~1-9624 ~~Dallas~~and 1-9625, ~~Texas (Address of principal executive offices) 75201 (Zip code)~~respectively

~~(214) 981-6770~~3333 Holding Corporation ~~(Registrants’~~A ~~telephone~~Nevada ~~number~~Corporation Centex Development Company, ~~including~~L.P. A ~~area~~Delaware ~~code)~~Limited Partnership

~~Not~~IRS ~~Applicable (Former~~Employer ~~name~~Identification orNos. 75-2178860 ~~former~~and ~~address~~75-2168471, ifrespectively 2728 ~~changed~~N. ~~from~~Harwood Dallas, ~~last~~Texas ~~report~~75201 (214) 981-6770

TABLE OF CONTENTS

	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 7. Financial Statements and Exhibits
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
EX-16.1 Letter Re: Change in Certifying Accountant
EX-99.1 Centex Corp Certification
EX-99.2 Centex Corp Certification
EX-99.3 3333 Holding Corp Certification
EX-99.4 3333 Holding Corp Certification
EX-99.5 Centex Development Company Certification
EX-99.6 Centex Development Company Certification

Item 47. ~~Changes~~Financial inStatements ~~Registrant’s~~and ~~Certifying Accountant~~Exhibits.

On March 23, 2002, the audit committee of the board of directors of 3333 Holding Corporation, a Nevada corporation (the “Holding”), approved, for itself and on behalf of its subsidiary, 3333 Development Corporation, a Nevada corporation and general partner of Centex Development, L.P., a Delaware limited partnership (the “Partnership”), the engagement of Ernst & Young LLP (“Ernst & Young”) as the independent auditors for Holding and the Partnership (together, the “Companies”) for the fiscal year ending March 31, 2002, to replace Arthur Andersen LLP (“Arthur Andersen”), whose engagement as the Companies’ auditors ended immediately. This action followed the audit committee’s decision to seek proposals from independent accountants to audit the Companies’ financial statements.


Exhibit
Number		Description

99.1		Centex Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2		Centex Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.3		3333 Holding Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.4		3333 Holding Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.5		Centex Development Company, L.P. Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6		Centex Development Company, L.P. Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~Arthur~~Item 9. ~~Andersen’s audit reports on the Companies’ financial statements as of and for the two most recent fiscal years, which ended March~~Regulation ~~31,~~FD ~~2000 and~~Disclosure. ~~2001, respectively, did not contain an adverse opinion or a disclaimer of~~ ~~opinion, nor were they qualified or modified as to uncertainty, audit scope or~~ ~~accounting principles.~~

~~During~~Centex ~~the~~Corporation is ~~Companies’~~furnishing ~~two~~herewith ~~most~~the ~~recent~~certification ~~fiscal~~of ~~years,~~its ~~which~~Chief ~~ended~~Executive ~~March 31,~~Officer ~~2000~~ and ~~2001,~~its ~~respectively,~~Chief ~~and~~Financial ~~the~~Officer ~~subsequent~~Pursuant ~~interim~~to ~~period~~18 ~~through~~U.S.C. ~~March 23~~Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: which are included herein.

~~(i)~~ 3333 ~~there~~Holding ~~were~~Corp. nois ~~disagreements~~furnishing herewith ~~between~~ the ~~Companies~~certification ~~and Arthur Andersen on any matter~~ of ~~accounting~~its ~~principles~~Chief orExecutive ~~practices,~~Officer ~~financial~~and ~~statement~~its Chief ~~disclosure,~~Financial orOfficer ~~auditing~~Pursuant ~~scope~~to or18 ~~procedure,~~U.S.C. ~~which~~Section ~~disagreements~~1350, ifas adopted ~~not~~pursuant ~~resolved~~ to ~~Arthur~~Section ~~Andersen’s~~906 ~~satisfaction, would have caused Arthur Andersen to make reference to the subject matter~~ of the ~~disagreement in connection with its reports; (ii) none of the reportable events described under Item 304(a)(1)(v) of Regulation S~~Sarbanes-KOxley ~~occurred;~~Act ~~and (iii) the Companies did not consult with Ernst & Young regarding any~~ of ~~the~~2002 ~~matters~~which orare ~~events described in item 304(a)(2)(i) and (ii) of Regulation S-K~~included herein.

~~The~~Centex ~~Companies~~Development ~~provided~~Company, L.P. ~~Arthur~~is ~~Andersen~~furnishing herewith ~~with~~the acertification ~~copy~~ of ~~the~~its ~~foregoing~~Chief Executive Officer and its ~~statements.~~Chief AFinancial ~~letter~~Officer ~~from~~Pursuant ~~Arthur~~to ~~Andersen,~~18 ~~dated~~U.S.C. ~~March 27,~~Section ~~2002~~1350, ~~stating its~~as ~~agreement~~adopted ~~with~~pursuant ~~such~~to ~~statements~~Section is906 ~~attached~~of ~~hereto~~the asSarbanes-Oxley ~~Exhibit 16~~Act of 2002 which are included herein.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit
Number		Description
16.1		Letter of Arthur Andersen LLP regarding change in certifying accountant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3333 HOLDING CORPORATION By: /s/ Todd D. Newman Name: Todd D. Newman Title: Senior Vice President, Chief Financial Officer and Treasurer


CENTEX CORPORATION

By:		/s/ Raymond G. Smerge Name: Raymond G. Smerge Title: Executive Vice President, Chief Legal Officer and Secretary

3333 HOLDING CORPORATION

By:		/s/ Raymond G. Smerge Name: Raymond G. Smerge Title: Secretary

CENTEX DEVELOPMENT COMPANY, L.P.

By:		/s/ Raymond G. Smerge Name: Raymond G. Smerge Title: Secretary

Date: ~~March~~November 2712, 2002.

~~SIGNATURES~~EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, 3333 Development Corporation, as general partner of, and on behalf of, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized


Exhibit
Number		Description

99.1		Centex Corp Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2		Centex Corp Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.3		3333 Holding Corp Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.4		3333 Holding Corp Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.5		Centex Development Company, L.P. Certification of Chief Executive Officer Pursuant to 18 U.S.C., Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6		Centex Development Company, L.P. Certification of Chief Financial Officer Pursuant to 18 U.S.C., Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

CENTEX DEVELOPMENT COMPANY, L.P. By: By: 3333 Development Corporation, General Partner /s/ Todd D. Newman Name: Todd D. Newman Title: Senior Vice President, Chief Financial Officer and Treasurer

Date: March 27, 2002.

EXHIBIT INDEX 3333 HOLDING CORPORATION AND CENTEX DEVELOPMENT COMPANY, L.P.

Exhibit
Number		Description
16.1		Letter of Arthur Andersen LLP regarding change in certifying accountant

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