Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
KEMP MARK D
   2. Issuer Name and Ticker or Trading Symbol
CENTEX CORP [CTX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Controller
(Last)
(First)
(Middle)
2728 N HARWOOD		 3. Date of Earliest Transaction (Month/Day/Year)
08/18/2009
(Street)

DALLAS, TX 75201-1516		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/18/2009   J(1)   6,663 D $ 11.95 49,255 D  
Common Stock 08/18/2009   D   22,308 D (2) (5) 26,947 D  
Common Stock 08/18/2009   D   6,958 D (3) (5) 19,989 D  
Common Stock 08/18/2009   D   19,989 D (4) (5) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 22.6419 08/18/2009   D     11,110   (6) 12/16/2009 Common Stock 11,110 (6) 0 D  
Employee Stock Option (right to buy) $ 31.8364 08/18/2009   D     11,110   (7) 05/14/2010 Common Stock 11,110 (7) 0 D  
Employee Stock Option (right to buy) $ 45.24 08/18/2009   D     30,000   (8) 05/14/2011 Common Stock 30,000 (8) 0 D  
Employee Stock Option (right to buy) $ 57.36 08/18/2009   D     30,000   (9) 05/12/2012 Common Stock 30,000 (9) 0 D  
Employee Stock Option (right to buy) $ 54.5 08/18/2009   D     7,360   (10) 05/11/2013 Common Stock 7,360 (10) 0 D  
Employee Stock Option (right to buy) $ 49.04 08/18/2009   D     35,000   (11) 06/01/2013 Common Stock 35,000 (11) 0 D  
Employee Stock Option (right to buy) $ 45.53 08/18/2009   D     4,871   (12) 05/10/2014 Common Stock 4,871 (12) 0 D  
Employee Stock Option (right to buy) $ 22.08 08/18/2009   D     11,061   (13) 05/07/2015 Common Stock 11,061 (13) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KEMP MARK D
2728 N HARWOOD
DALLAS, TX 75201-1516		       SVP & Controller  

Signatures

 James R. Peacock III as attorney-in-fact for Mark D. Kemp   08/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Forfeiture of restricted stock units awarded May 13, 2009 pursuant to the terms of the award agreement and the Agreement and Plan of Merger dated as of April 7, 2009 between Centex Corporation and Pulte Homes, Inc. ("Merger Agreement").
(2) Disposed of pursuant to the Merger Agreement in exchange for 16,164 shares of Pulte common stock, after reduction of shares to pay tax liability upon the vesting of restricted stock and stock units.
(3) Disposed of pursuant to the Merger Agreement in exchange for 6,784 shares of Pulte common stock owned directly.
(4) Disposed of pursuant to the Merger Agreement in exchange for 19,489 shares of restricted Pulte common stock that vest 1/3 each on March 31, 2010, 2011 and 2012, and are subject to partial accelerated vesting in the event of a qualified termination.
(5) On the merger effective date, shares of Pulte common stock had a market value of $12.33 per share.
(6) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 10,832 shares of Pulte common stock for $23.23 per share.
(7) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 10,832 shares of Pulte common stock for $32.66 per share.
(8) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 29,250 shares of Pulte common stock for $46.40 per share.
(9) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 29,250 shares of Pulte common stock for $58.84 per share.
(10) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 7,176 shares of Pulte common stock for $55.90 per share.
(11) This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 34,125 shares of Pulte common stock for $50.30 per share.
(12) This option, which provided for vesting in 3 equal annual installments beginning March 31, 2008, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 4,749 shares of Pulte common stock for $46.70 per share.
(13) This option, which provided for vesting in 3 equal annual installments beginning March 31, 2009, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 10,784 shares of Pulte common stock for $22.65 per share.

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