Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Woram Brian J
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2005
3. Issuer Name and Ticker or Trading Symbol
CENTEX CORP [CTX]
(Last)
(First)
(Middle)
2728 N. HARWOOD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP & Chief Legal Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75201-1516
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,018
D
 
Common Stock Units (1) 3,510
D
 
Common Stock Units (1) 4,830
D
 
Common Stock Units (1) 8,450
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)   (2) 04/01/2007 Common Stock 444 $ 7.904 D  
Non-Qualified Stock Option (Right to Buy)   (3) 04/01/2008 Common Stock 19,998 $ 17.3268 D  
Non-Qualified Stock Option (Right to Buy)   (4) 04/01/2009 Common Stock 26,664 $ 16.2287 D  
Non-Qualified Stock Option (Right to Buy)   (5) 04/01/2010 Common Stock 33,330 $ 10.7156 D  
Non-Qualified Stock Option (Right to Buy)   (6) 04/02/2008 Common Stock 39,552 $ 17.7139 D  
Non-Qualified Stock Option (Right to Buy)   (7) 04/01/2009 Common Stock 39,330 $ 22.6824 D  
Non-Qualified Stock Option (Right to Buy)   (8) 05/14/2010 Common Stock 41,996 $ 31.8364 D  
Non-Qualified Stock Option (Right to Buy)   (9) 05/14/2011 Common Stock 15,964 $ 45.24 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woram Brian J
2728 N. HARWOOD
DALLAS, TX 75201-1516
      Sr. VP & Chief Legal Officer  

Signatures

/s/ Brian J. Woram 01/06/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This amount represents an award of units under the Long Term Incentive Plan. Each LTIP unit represents the right to receive one share of Centex common stock at the time the award is paid. The 4/1/02 award vests 25% each year. The 5/14/03 award vests at the rate of 8.25% per quarter in fiscal 2004, 8.25% per quarter in 2005 and 8.50% per quarter in 2006. The 5/14/04 award vests at the rate of 8.25% per quarter in fiscal 2005, 8.25% in fiscal 2006 and 8.50% in fiscal 2007. (Centex's fiscal year begins on April 1 and ends on March 31.)
(2) This award will vest as follows: 20% on 4/1/98, 20% on 4/1/99, 20% of 4/1/00, 20% on 4/1/01 and 20% on 3/31/02.
(3) This award will vest as follows: 20% on 4/1/98, 20% on 4/1/99, 20% of 4/1/00, 20% on 4/1/01 and 20% on 4/1/02.
(4) This award will vest as follows: 20% on 4/1/99, 20% on 4/1/00, 20% of 4/1/01, 20% on 4/1/02 and 20% on 4/1/03.
(5) This award will vest as follows: 20% on 4/1/00, 20% on 4/1/01, 20% of 4/1/02, 20% on 4/1/03 and 20% on 4/1/04.
(6) This award will vest as follows: 25% on 4/3/01, 25% on 3/31/02, 25% on 3/31/03 and 25% on 3/31/04.
(7) This award will vest as follows: 25% on 4/1/02, 25% on 4/1/03, 25% on 4/1/04 and 25% on 4/1/05.
(8) This award will vest at the rate of 8.25% per quarter in fiscal 2004, 8.25% per quarter in fiscal 2005 and 8.50% per quarter in fiscal 2006. (Centex's fiscal year begins on April 1 and ends on March 31.)
(9) This award will vest at the rate of 8.25% per quarter in fiscal year 2005, 8.25% per quarter in fiscal year 2006 and 8.50% per quarter in fiscal year 2007 (Centex's fiscal year begins on April 1 and ends on March 31).

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