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) 05/13/2009 (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 05/13/2009   A   26,652 (1) A $ 0 (1) 55,918 (1) (2) 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 2728 N HARWOOD DALLAS, TX 75201-1516			SVP & Controller

Signatures

/s/ James R. Peacock III as attorney-in-fact for Mark D. Kemp		05/15/2009
**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)	Includes 19,989 shares of restricted stock and a restricted stock unit award for 6,663 shares, each granted on May 13, 2009. The restricted stock award vests 33 1/3% on 3/31/10, 3/31/11, and 3/31/12; provided that the award is subject to a performance condition that will be evaluated after 3/31/10 that may result in a forfeiture of all or part of the award, and the first vesting is suspended until the determination of the satisfaction with the vesting condition. Each stock unit will entitle the reporting person to one share of the issuer's common stock upon vesting, 33 1/3% on 3/31/10, 3/31/11 and 3/31/12. However, if the announced combination with Pulte Homes, Inc. is consummated, (a) the performance condition on the restricted stock award will be deemed satisfied at target level and (b) the stock unit award will be forfeited.
(2)	Includes the following restricted stock unit awards, each unit of which will entitle the reporting person to one share of the issuer's common stock upon vesting: (1) a restricted stock unit award granted on 5/10/07 for a total of 2,378 units. 33 1/3% vested on 3/31/08, 33 1/3% vested on 3/31/09, and 33 1/3% will vest on 3/31/10. 793 shares remain unissued under the grant; (2) a restricted stock unit award granted on 10/26/07 for a total of 11,494 units. 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; and (3) a restricted stock unit award granted on 5/7/08 for a total of 3,692 units. 33 1/3% vested on 3/31/09, 33 1/3% will vest on 3/31/10, and 33 1/3% will vest on 3/31/11. 2,642 shares remain unissued under the grant.

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