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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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) C/O CENTEX CORPORATION, 2728 N. HARWOOD 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2008 (Street) DALLAS, TX 75201 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 10/26/2008   F   2,873 (1) D $ 8.78 30,399 (2) (3) (4) (5) (6) 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KEMP MARK D C/O CENTEX CORPORATION 2728 N. HARWOOD DALLAS, TX 75201			SVP & Controller

Signatures

/s/ James R. Peacock III as attorney-in-fact for Mark D. Kemp		10/29/2008
**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)	Payment of tax liability associated with vesting of restricted stock units by withholding securities.
(2)	Includes a restricted stock award granted on 8/1/08 for a total of 10,252 shares. The award will vest at the rate of 33 1/3% on 8/1/10, 33 1/3% on 8/1/11 and 33 1/3% on 8/1/12.
(3)	Includes a restricted stock unit award granted on 5/11/06 for a total of 4,067 units. Each unit will entitle the reporting person to one share of the issuer's common stock upon vesting. 33 1/3% vested on 3/31/07, 33 1/3% vested on 3/31/08 and 33 1/3% will vest on 3/31/09. 1,355 shares remain unissued under the grant.
(4)	Includes a restricted stock unit award granted on 5/10/07 for a total of 2,378 units. Each unit will entitle the reporting person to one share of the issuer's common stock upon vesting. 33 1/3% vested on 3/31/08, 33 1/3% will vest on 3/31/09 and 33 1/3% will vest on 3/31/10. 1,586 shares remain unissued under the grant.
(5)	Includes a restricted stock unit award granted on 10/26/07 for a total of 11,494 units. Each unit will entitle the reporting person to one share of the issuer's common stock upon vesting. 25% vested on 10/26/08, 25% will vest on 10/26/09, 25% will vest on 10/26/10 and 25% will vest on 10/26/11. 8,621 shares remain unissued under the grant.
(6)	Includes a restricted stock unit award granted on 5/7/08 for a total of 3,962 units. Each unit will entitle the reporting person to one share of the issuer's common stock upon vesting. 33 1/3% will vest on 3/31/09, 33 1/3% will vest on 3/31/10 and 33 1/3% will vest on 3/31/11. 3,962 shares remain unissued under the grant.

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