                                D.R. HORTON, INC.

                            1991 STOCK INCENTIVE PLAN

                         (As Restated February 21, 2002)

                                 AMENDMENT NO. 1

 As of March 4, 2002,  the Board of Directors of D.R.  Horton,  Inc.  declared a
three-for-two  stock  split  payable in shares of its  common  stock on April 9,
2002.  To give effect to such stock split,  the  Committee  has amended the D.R.
Horton, Inc. 1991 Stock Incentive Plan, as amended and restated (the "Plan"), in
the  following  respects:

        1.      The first  sentence of  Paragraph 3 of the Plan is
                hereby amended to read in its entirety as
                follows:

                The shares of Common Stock and any other Company Security which
         may be (a) sold upon the exercise of Option Rights, (b) delivered upon
         the exercise of Appreciation Rights, (c) granted or sold as Restricted
         Stock and released from substantial risks of forfeiture and
         restrictions on transfer thereof or (d) delivered in payment of any
         Performance Units or as Performance Shares (or in lieu thereof), shall
         not exceed in the aggregate 12,557,265 shares, subject to adjustment
         as provided in Paragraph 10 of this Plan.

         2.       In all other respects, the Plan as previously approved is
                  hereby ratified and confirmed.

April 9, 2002.

                                D.R. Horton, Inc.



                                By: /s/ Samuel R. Fuller
                                   ---------------------------------------
                                   Samuel R. Fuller, Executive Vice President,
                                   Treasurer and Chief Financial Officer


                                Attest:





<PAGE>


                                      /s/ Paul W. Buchschacher
                                   -----------------------------------------
                                   Paul W. Buchschacher, Assistant Secretary







