<SUBMISSION>
<ACCESSION-NUMBER>0000950147-00-000912
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20000612
<EFFECTIVENESS-DATE>20000612
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MERITAGE CORP
<CIK>0000833079
<ASSIGNED-SIC>6798
<IRS-NUMBER>860611231
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-39036
<FILM-NUMBER>652901
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6613 N SCOTTSDALE RD
<STREET2>STE 200
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85250
<PHONE>6029988700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6613 NORTH SCOTTSDALE ROAD
<STREET2>SUITE200
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85250
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MONTEREY HOMES CORP
<DATE-CHANGED>19970113
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>HOMEPLEX MORTGAGE INVESTMENTS CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>EMERALD MORTGAGE INVESTMENTS CORP
<DATE-CHANGED>19900502
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8 OF MERITAGE CORP AMENDED SOP
<TEXT>

      As filed with the Securities and Exchange Commission on June 9, 2000
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                              Meritage Corporation
                              --------------------
             (Exact name of Registrant as specified in its charter)

           Maryland                                             86-0611231
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


        6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
        ----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                 Meritage Corporation Amended Stock Option Plan
                 ----------------------------------------------
                            (Full title of the plan)

                                  Larry W. Seay
                   Vice President and Chief Financial Officer
                              Meritage Corporation
                      6613 North Scottsdale Road, Suite 200
                            Scottsdale, Arizona 85250
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (480) 998-8700
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  With copy to:
                                Steven D. Pidgeon
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6000
<PAGE>
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  PROPOSED         PROPOSED
 TITLE OF                         MAXIMUM          MAXIMUM
SECURITIES          AMOUNT        OFFERING         AGGREGATE      AMOUNT OF
  TO BE             TO BE          PRICE           OFFERING     REGISTRATION
REGISTERED        REGISTERED     PER SHARE(1)      PRICE(2)         FEE
--------------------------------------------------------------------------------
Common Stock
($.01 par value
per share)         300,000        $10.625         $3,187,500      $841.50
================================================================================
<PAGE>
                                EXPLANATORY NOTE

         This  Registration  Statement  relates to the amendment of the Meritage
Corporation Amended Stock Option Plan (the "Plan"). The Plan has been amended to
increase the number of shares of common stock authorized to be issued thereunder
from 475,000 shares to 775,000  shares,  the number of shares that may be issued
to any one person thereunder from 50,000 to 100,000,  and to authorize  the full
Board of non-employee directors to administer the Plan.

----------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
     of 1933 (the "Securities Act"), on the basis of the average of the high and
     low prices of shares of common stock as of May 30, 2000.

(2)  Pursuant to Rule 429 of the rules and regulations under the Securities Act,
     this Registration  Statement contains a combined prospectus relating to the
     300,000 shares registered  hereby, the 225,000 shares registered on October
     14, 1997,  pursuant to Registration  Statement No.  333-37859,  and 250,000
     shares registered on April 2, 1999, pursuant to Registration  Statement No.
     333-75629.  The  previously  paid filing fees  associated  with  referenced
     securities under these Registration Statements are $1,558.09.

                                      -2-
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the information  specified in Part I, Items 1
and 2,  have  been  delivered  to  employees  in  accordance  with  Form S-8 and
Securities Act Rule 428.

                                      -3-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The contents of the Registration Statements No. 333-37859 and 333-75629
on Form S-8 filed with the  Securities  and Exchange  Commission  on October 14,
1997 and April 2, 1999, respectively, are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed or to be filed with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

         (a) The latest annual  report of the Company filed  pursuant to Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934 (the "1934  Act") which
contains,  either  directly or  indirectly  by  reference,  certified  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report  referred
to in paragraph (a) above.

         (c) The  description  of the Company's  capital stock  contained in the
Form 8-A of Emerald Mortgage Investments  Corporation (a predecessor of Meritage
Corporation) filed on July 7, 1988.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under  the  provisions  of the  Maryland  General  Corporation  Law,  a
corporation's  articles  may,  with certain  exceptions,  include any  provision
expanding  or  limiting  the  liability  of its  directors  and  officers to the

                                      -4-
<PAGE>
corporation  or its  stockholders  for money  damages,  but may not  include any
provision that restricts or limits the liability of its directors or officers to
the corporation or its stockholders to the extent that (i) it is proved that the
person actually  received an improper benefit or profit in money,  property,  or
services for the amount of the benefit or profit in money, property, or services
actually received; or (ii) a judgment or other final adjudication adverse to the
person is entered in a proceeding  based on a finding in the proceeding that the
person's  action,  or  failure to act,  was the result of active and  deliberate
dishonesty  and  was  material  to  the  cause  of  action  adjudicated  in  the
proceeding.  Meritage's  charter  contains a  provision  limiting  the  personal
liability of officers and  directors  to Meritage  and its  stockholders  to the
fullest extent permitted under Maryland law.

         In addition,  the provisions of the Maryland  General  Corporation  Law
permit a corporation to indemnify its present and former directors and officers,
among others, against liability incurred,  unless it is established that (i) the
act or omission of the  director  or officer was  material to the matter  giving
rise to the  proceeding  and was  committed  in bad  faith or was the  result of
active and  deliberate  dishonesty,  or (ii) the  director  or officer  actually
received an improper personal benefit in money,  property, or services, or (iii)
in the case of any criminal  proceeding,  the director or officer had reasonable
cause to believe  that the act or  omission  was  unlawful.  Meritage's  charter
provides  that  it  will  indemnify  its  directors,  officers,  and  others  so
designated by the Board of Directors to the full extent  allowed under  Maryland
law.

         Insofar as  indemnification  for liability arising under the Securities
Act may be permitted to directors,  officers,  or persons  controlling  Meritage
pursuant to the  foregoing  provisions,  Meritage has been  informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 8. EXHIBITS.

EXHIBIT                                                       PAGE OR
NUMBER      DESCRIPTION                                       METHOD OF FILING
------      -----------                                       ----------------
4.1         Meritage Corporation Amended Stock Option Plan    Filed Herewith
5           Opinion of Venable, Baetjer & Howard,
            Maryland counsel (including consent)              Filed Herewith
23.1        Consent of KPMG LLP                               Filed Herewith
23.2        Consent of Counsel                                See Exhibit No. 5
24          Power of Attorney                                 See Signature Page

ITEM 9. UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

                                      -5-
<PAGE>
         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933  ("Act") may be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -6-
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Scottsdale, State of Arizona, on June 7, 2000.

                                        MERITAGE CORPORATION



                                        By: /s/ Larry W. Seay
                                           -------------------------------------
                                           Larry W. Seay
                                           Chief Financial Officer and
                                           Vice President - Finance

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  John R. Landon,  Steven J. Hilton and
Larry W.  Seay,  and each of them,  his true and  lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person hereby  ratifying and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                     TITLE                                    DATE
---------                     -----                                    ----

/s/ John R. Landon            Co-Chairman, Co-Chief Executive       June 7, 2000
-------------------------     Officer and Director
John R. Landon


/s/ Steven J. Hilton          Co-Chairman, Co-Chief Executive       June 7, 2000
-------------------------     Officer and Director
Steven J. Hilton


/s/ Larry W. Seay             Chief Financial Officer and Vice      June 7, 2000
-------------------------     President - Finance (Principal
Larry W. Seay                 Financial Officer and Principal
                              Accounting Officer) Secretary and
                              Treasurer

/s/ William W. Cleverly       Director                              June 7, 2000
-------------------------
William W. Cleverly


/s/ C. Timothy White          Director                              June 7, 2000
-------------------------
C. Timothy White


                                      -7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MERTIAGE CORP. AMENDED STOCK OPTION PLAN
<TEXT>

                              MERITAGE CORPORATION
                              STOCK OPTION PLAN (1)


1.   ESTABLISHMENT, PURPOSE AND DEFINITIONS.

     a.   The Stock  Option  Plan (the  "Option  Plan") of  Meritage  Homes (the
          "Company")  is hereby  adopted.  The Option Plan shall provide for the
          issuance of incentive stock options  ("ISOs") and  nonqualified  stock
          options ("NSOs").

     b.   The purpose of this Option Plan is to promote the long-term success of
          the Company by attracting,  motivating  and retaining key  executives,
          consultants  and  directors  (the  "Participants")  through the use of
          competitive   long-term  incentives  which  are  tied  to  stockholder
          interests by providing  incentives to the  Participants in the form of
          stock   options  which  offer  rewards  for  achieving  the  long-term
          strategic and financial objectives of the Company.

     c.   The Option Plan is intended  to provide a means  whereby  Participants
          may be given an  opportunity  to purchase  shares of Stock (as defined
          herein) of the Company  pursuant  to (i) options  which may qualify as
          ISOs  under  Section  422 of the  Internal  Revenue  Code of 1986,  as
          amended (the "Internal  Revenue Code"),  or (ii) NSOs which may not so
          qualify.

     d.   The term  "Affiliates"  as used in this  Option  Plan means  parent or
          subsidiary  corporations,  as defined in Section 424(e) and (f) of the
          Code (but  substituting  "the  Company" for  "employer  corporation"),
          including parents or subsidiaries  which become such after adoption of
          the Option Plan.

2.   ADMINISTRATION OF THE PLAN

     a.   The  Option  Plan  shall be  administered  by  members of the Board of
          Directors of the Company (the  "Board")  qualifying  as  "non-employee
          directors"  as such term is defined in Rule 16b-3  promulgated  by the
          Securities and Exchange Commission (the "Commission").

     b.   The Board  may from  time to time  determine  which  employees  of the
          Company or its  Affiliates or other  individuals  or entities (each an
          "option  holder") shall be granted  options under the Option Plan, the
          terms thereof (including without  limitation  determining  whether the
          option is an incentive stock option and the times at which the options
          shall become exercisable), and the number of shares of Stock for which
          an option or options may be granted.

     c.   If rights of the Company to  repurchase  Stock are imposed,  the Board
          may, in its sole discretion, accelerate, in whole or in part, the time
          for lapsing of any rights of the Company to repurchase  shares of such
          Stock or forfeiture restrictions.

     d.   If  rights  of the  Company  to  repurchase  Stock  are  imposed,  the
          certificates  evidencing  such  shares  of  Stock  awarded  hereunder,
          although issued in the name of the option holder  concerned,  shall be
          held by the Company or a third party designated by the Board in escrow
          subject to  delivery  to the option  holder or to the  Company at such
          times and in such  amounts as shall be directed by the Board under the
          terms of this Option Plan. Share certificates  representing Stock that
          is subject to repurchase  rights shall have imprinted or typed thereon
          a legend or legends summarizing or referring to the repurchase rights.

     e.   The Board shall have the sole authority,  in its absolute  discretion,
          to adopt,  amend and rescind  such rules and  regulations,  consistent
          with the  provisions  of the Option Plan,  as, in its opinion,  may be
          advisable in the  administration  of the Option Plan,  to construe and
          interpret  the  Option  Plan,  the  rules  and  regulations,  and  the
          instruments  evidencing  options  granted under the Option Plan and to
          make all other  determinations  deemed  necessary or advisable for the
          administration of the Option Plan. All decisions,  determinations  and
          interpretations  of the Board  shall be binding on all option  holders
          under the Option Plan.

----------
(1) Reflects amendments approved at the May 10, 2000 annual meeting.
<PAGE>
3.   STOCK SUBJECT TO THE PLAN

     a.   "Stock" shall mean Common Stock of the Company or such stock as may be
          changed as  contemplated  by Section 3(c) below.  Stock shall  include
          shares drawn from either the Company's  authorized but unissued shares
          of Common Stock or from reacquired  shares of Common Stock,  including
          without  limitation  shares  repurchased  by the  Company  in the open
          market.  The  maximum  number of shares  of Common  Stock  that can be
          issued  under this  Option  Plan is 775,000  shares,  and the  maximum
          number of shares of Common  Stock that can be issued to any one person
          under this Option Plan is 100,000 shares.

     b.   Options  may be  granted  under the  Option  Plan from time to time to
          eligible  persons.  Stock options awarded  pursuant to the Option Plan
          which are  forfeited,  terminated,  surrendered  or  canceled  for any
          reason prior to exercise shall again become available for grants under
          the Option Plan  (including any option canceled in accordance with the
          cancellation regrant provisions of Section 6(f) herein).

     c.   If there shall be any changes in the Stock subject to the Option Plan,
          including  Stock  subject to any  option  granted  hereunder,  through
          merger,     consolidation,      recapitalization,      reorganization,
          reincorporation,  stock split,  reverse stock split,  stock  dividend,
          combination  or  reclassification  of the  Company's  Stock  or  other
          similar events,  an appropriate  adjustment shall be made by the Board
          in the number of shares of Stock.  Consistent  with the foregoing,  in
          the event that the outstanding  Stock is changed into another class or
          series  of  capital  stock  of the  Company,  outstanding  options  to
          purchase  Stock granted under the Option Plan shall become  options to
          purchase such other class or series and the provisions of this Section
          3(c) shall apply to such new class or series.

     d.   The  aggregate  number of shares of Stock  approved by the Option Plan
          may not be exceeded  without  amending  the Option Plan and  obtaining
          stockholder approval within twelve months of such amendment.

4.   ELIGIBILITY

     Persons who shall be eligible to receive  stock  options  granted under the
     Option  Plan shall be those  individuals  and  entities as the Board in its
     discretion  determines  should be awarded  such  incentives  given the best
     interests  of the  Company;  provided,  however,  that (i) ISOs may only be
     granted to employees of the Company and its  Affiliates and (ii) any person
     holding capital stock possessing more than 10% of the total combined voting
     power of all classes of Stock of the Company or any Affiliate  shall not be
     eligible to receive ISOs unless the exercise price per share of Stock is at
     least 110% of the fair market  value of the Stock on the date the option is
     granted.

5.   EXERCISE PRICE FOR OPTIONS GRANTED UNDER THE PLAN

     a.   All ISOs and the majority of NSOs will have option exercise prices per
          option  share  not less than the fair  market  value of a share of the
          Stock on the date the option is  granted,  except  that in the case of
          ISOs  granted  to any  person  possessing  more  than 10% of the total
          combined  voting  power of all  classes of stock of the Company or any
          Affiliate  the price  shall be not less than 110% of such fair  market
          value.  The price of ISOs or NSOs granted  under the Option Plan shall
          be subject to adjustment to the extent provided in Section 3(c) above.

     b.   The fair market value on the date of grant shall be  determined  based
          upon the closing  price on an exchange on that day or, if the Stock is
          not listed on an exchange, on the average of the closing bid and asked
          prices in the Over the Counter Market on that day.

                                       2
<PAGE>
6.   TERMS AND CONDITIONS OF OPTIONS

     a.   Each option granted  pursuant to the Option Plan shall be evidenced by
          a written stock option agreement (the "Option Agreement")  executed by
          the Company and the person to whom such option is granted.  The Option
          Agreement shall designate whether the option is an ISO or an NSO.

     b.   The term of each ISO and NSO shall be no more  than 10  years,  except
          that the term of each ISO  issued to any person  possessing  more than
          10% of the voting  power of all classes of stock of the Company or any
          Affiliate shall be no more than 5 years.  Subsequently issued options,
          if Stock becomes available because of further allocations or the lapse
          of previously outstanding options, will extend for terms determined by
          the Board or the  Committee  but in no event shall an ISO be exercised
          after the expiration of 10 years from the date of its grant.

     c.   In the case of ISOs, the aggregate fair market value (determined as of
          the time  such  option  is  granted)  of the  Stock to which  ISOs are
          exercisable for the first time by such individual  during any calendar
          year (under this Option Plan and any other plans of the Company or its
          Affiliates  if any) shall not exceed the amount  specified  in Section
          422(d) of the Internal  Revenue Code,  or any  successor  provision in
          effect at the time an ISO becomes exercisable.

     d.   The Option  Agreement  may contain  such other terms,  provisions  and
          conditions regarding vesting, repurchase or other provisions as may be
          determined  by the Board.  To the extent  such terms,  provisions  and
          conditions  are  inconsistent  with this  Option  Plan,  the  specific
          provisions of the Option Plan shall prevail. If an option, or any part
          thereof,  is intended to qualify as an ISO, the Option Agreement shall
          contain those terms and conditions,  which the Board  determines,  are
          necessary  to so qualify  under  Section 422 of the  Internal  Revenue
          Code.

     e.   The Board shall have full power and  authority to extend the period of
          time for which any option  granted  under the Option Plan is to remain
          exercisable  following the option holder's  cessation of service as an
          employee,   director  or  consultant,   including  without  limitation
          cessation as a result of death or disability;  provided, however, that
          in no event  shall  such  option be  exercisable  after the  specified
          expiration date of the option term.

     f.   As a condition  to option  grants  under the Option  Plan,  the option
          holder  agrees  to grant  the  Company  the  repurchase  rights as the
          Company  may at its  option  require  and  as  may be set  forth  in a
          separate  repurchase  agreement.  Any option  granted under the Option
          Plan may be subject to a vesting  schedule  as  provided in the Option
          Agreement and,  except as provided in this Section 6 herein,  only the
          vested  portion of such option may be exercised at any time during the
          Option Period. All rights to exercise any option shall lapse and be of
          no  further  effect  whatsoever  immediately  if the  option  holder's
          service as an employee  is  terminated  for  "Cause"  (as  hereinafter
          defined) or if the option  holder  voluntarily  terminates  the option
          holder's  service as an employee.  The unvested  portion of the option
          will  lapse  and  be  of  no  further  effect   immediately  upon  any
          termination of employment of the option holder for any reason.  In the
          remaining  cases where the option  holder's  service as an employee is
          terminated due to death, permanent disability, or is terminated by the
          Company  (or  its  affiliates)  without  Cause  at  any  time,  unless
          otherwise provided by the Board, the vested portion of the option will
          extend for a period of three (3) months  following the  termination of
          employment  and  shall  lapse  and be of no  further  force or  effect
          whatsoever  only if it is not  exercised  before the end of such three
          (3) month period.  "Cause" shall be defined in an Employment Agreement
          between  Company and option  holder and if none there shall be "Cause"
          for  termination  if (i) the option  holder is  convicted of a felony,
          (ii) the option holder  engages in any  fraudulent or other  dishonest
          act to the detriment of the Company,  (iii) the option holder fails to
          report for work on a regular  basis,  except for periods of authorized
          absence or bona fide illness,  (iv) the option holder  misappropriates
          trade  secrets,   customer  lists  or  other  proprietary  information
          belonging  to the Company for the option  holder's  own benefit or for
          the  benefit of a  competitor,  (v) the option  holder  engages in any
          willful  misconduct  designed to harm the Company or its stockholders,
          or (vi) the option holder fails to perform properly assigned duties.

     g.   No  fractional  shares of Stock shall be issued under the Option Plan,
          whether by initial grants or any adjustments to the Option Plan.

                                       3
<PAGE>
7.   USE OF PROCEEDS

     Cash  proceeds  realized from the sale of Stock under the Option Plan shall
     constitute general funds of the Company.

8.   AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

     a.   The Board may at any time  suspend or terminate  the Option Plan,  and
          may amend it from time to time in such  respects as the Board may deem
          advisable provided that (i) such amendment,  suspension or termination
          complies  with all  applicable  state  and  federal  requirements  and
          requirements  of any stock exchange on which the Stock is then listed,
          including  any  applicable  requirement  that  the  Option  Plan or an
          amendment to the Option Plan be approved by the stockholders, and (ii)
          the Board  shall not amend the Option  Plan to  increase  the  maximum
          number of shares of Stock  subject to ISOs under the Option Plan or to
          change the  description  or class of persons  eligible to receive ISOs
          under the Option Plan without the consent of the  stockholders  of the
          Company  sufficient to approve the Option Plan in the first  instance.
          The  Option  Plan  shall   terminate  on  the  earlier  of  (i)  tenth
          anniversary  of the  Plan's  approval  or (ii)  the  date on  which no
          additional shares of Stock are available for issuance under the Option
          Plan.

     b.   No  option  may  be  granted   during  any  suspension  or  after  the
          termination  of the  Option  Plan,  and no  amendment,  suspension  or
          termination  of the Option  Plan shall,  without  the option  holder's
          consent,  alter or impair  any rights or  obligation  under any option
          granted under the Option Plan.

     c.   The Board, with the consent of affected option holders, shall have the
          authority to cancel any or all  outstanding  options  under the Option
          Plan and  grant new  options  having an  exercise  price  which may be
          higher or lower than the exercise price of canceled options.

     d.   Nothing  contained  herein shall be construed to permit a termination,
          modification or amendment adversely affecting the rights of any option
          holder  under an  existing  option  theretofore  granted  without  the
          consent of the option holder.

9.   ASSIGNABILITY OF OPTIONS AND RIGHTS

     Each ISO and NSO granted  pursuant  to this  Option Plan shall,  during the
     option holder's  lifetime,  be exercisable  only by the option holder,  and
     neither  the option nor any right to purchase  Stock shall be  transferred,
     assigned or pledged by the option holder, by operation of law or otherwise,
     other than upon a beneficiary designation executed by the option holder and
     delivered to the Company or the laws of descent and distribution.

10.  PAYMENT UPON EXERCISE

     Payment  of the  purchase  price  upon  exercise  of any option or right to
     purchase  Stock  granted under this Option Plan shall be made by giving the
     Company  written  notice of such  exercise,  specifying  the number of such
     shares of Stock as to which the option is  exercised.  Such notice shall be
     accompanied  by  payment  of an amount  equal to the  Option  Price of such
     shares of Stock.  Such payment may be (i) cash, (ii) by check drawn against
     sufficient funds, (iii) such other  consideration as the Board, in its sole
     discretion, determines and is consistent with the Option Plan's purpose and
     applicable law, or (iv) any combination of the foregoing. Any Stock used to
     exercise  options to purchase  Stock  (including  Stock  withheld  upon the
     exercise of an option to pay the  purchase  price of the shares of Stock as
     to which the  option is  exercised)  shall be  valued  in  accordance  with
     procedures  established  by the  Board.  If  accepted  by the  Board in its
     discretion,  such  consideration  also may be paid through a  broker-dealer
     sale and remittance procedure pursuant to which the option holder (i) shall
     provide irrevocable written  instructions to a designated brokerage firm to
     effect the immediate sale of the purchased  Stock and remit to the Company,
     out of the sale proceeds available on the settlement date, sufficient funds
     to cover the aggregate  option price  payable for the purchased  Stock plus
     all applicable Federal and State income and employment taxes required to be
     withheld by the Company in  connection  with such  purchase  and (ii) shall
     provide written  directives to the Company to deliver the  certificates for
     the purchased  Stock  directly to such  brokerage firm in order to complete
     the sale transaction.

                                       4
<PAGE>
11.  WITHHOLDING TAXES

     a.   Shares  of Stock  issued  hereunder  shall be  delivered  to an option
          holder  only upon  payment by such person to the Company of the amount
          of any withholding tax required by applicable federal, state, local or
          foreign law.  The Company  shall not be required to issue any Stock to
          an option holder until such obligations are satisfied.

     b.   The  Board  may,   under  such  terms  and   conditions  as  it  deems
          appropriate,  authorize an option  holder to satisfy  withholding  tax
          obligations  under this  Section 11 by  surrendering  a portion of any
          Stock  previously  issued to the option  holder or by electing to have
          the  Company  withhold  shares of Stock from the Stock to be issued to
          the option  holder,  in each case having a fair market  value equal to
          the amount of the withholding tax required to be withheld.

12.  RATIFICATION

     This  Option Plan and all  options  issued  under this Option Plan shall be
     void  unless  this  Option  Plan is or was  approved or ratified by (i) the
     Board;  and (ii) a majority of the votes cast at a  stockholder  meeting at
     which a quorum  representing at least a majority of the outstanding  shares
     of Stock is (either in person or by proxy) present and voting on the Option
     Plan  within  twelve  months of the date this Option Plan is adopted by the
     Board.  No ISOs  shall be  exercisable  prior to the date such  stockholder
     approval is obtained.

13.  CORPORATE TRANSACTIONS

     a.   For the purpose of this  Section 13, a "Corporate  Transaction"  shall
          include  any of the  following  stockholder-approved  transactions  to
          which the Company is a party:

          (i)  a  merger  or  consolidation  in  which  the  Company  is not the
               surviving entity,  except for a transaction the principal purpose
               of which is to change the State of the Company's incorporation;

          (ii) the sale,  transfer or other  disposition of all or substantially
               all of the assets of the Company in liquidation or dissolution of
               the Company; or

         (iii) any reverse  merger in which the Company is the surviving  entity
               but in which beneficial  ownership of securities  possessing more
               than fifty  percent (50%) of the total  combined  voting power of
               the Company's  outstanding  securities are transferred to holders
               different from those who held such securities  immediately  prior
               to such merger.

     b.   Upon the  occurrence  of a  Corporate  Transaction,  if the  surviving
          corporation or the purchaser,  as the case may be, does not assume the
          obligations of the Company under the Option Plan, then irrespective of
          the vesting provisions contained in individual option agreements,  all
          outstanding  options shall become immediately  exercisable in full and
          each option holder will be afforded an  opportunity  to exercise their
          options prior to the consummation of the merger or sale transaction so
          that they can participate on a pro rata basis in the transaction based
          upon the number of shares of Stock  purchased  by them on  exercise of
          options if they so  desire.  To the  extent  that the  Option  Plan is
          unaffected  and  assumed by the  successor  corporation  or its parent
          company a  Corporate  Transaction  will have no effect on  outstanding
          options and the options  shall  continue in effect  according to their
          terms.

     c.   Each  outstanding  option  under this  Option Plan which is assumed in
          connection with the Corporate  Transaction or is otherwise to continue
          in effect  shall be  appropriately  adjusted,  immediately  after such
          Corporate Transaction, to apply and pertain to the number and class of
          securities  which  would  have  been  issued to the  option  holder in
          connection  with the  consummation  of such Corporate  Transaction had
          such person exercised the option  immediately  prior to such Corporate
          Transaction.  Appropriate adjustments shall also be made to the option
          price payable per share,  provided the aggregate  option price payable
          for such securities shall remain the same. In addition,  the class and
          number of  securities  available  for issuance  under this Option Plan
          following  the  consummation  of the  Corporate  Transaction  shall be
          appropriately adjusted.

     d.   The grant of options under this Option Plan shall in no way affect the
          right of the Company to adjust,  reclassify,  reorganize  or otherwise
          change its capital or  business  structure  or to merge,  consolidate,
          dissolve,  liquidate  or  sell  or  transfer  all or any  part  of its
          business or assets.

                                       5
<PAGE>
14.  REGULATORY APPROVALS

     The  obligation  of the Company with respect to Stock issued under the Plan
     shall be subject to all applicable  laws,  rules and  regulations  and such
     approvals  by  any  governmental  agencies  or  stock  exchanges  as may be
     required.  The Company reserves the right to restrict, in whole or in part,
     the  delivery  of  Stock  under  the  Plan  until  such  time as any  legal
     requirements  or  regulations  have been met  relating  to the  issuance of
     Stock, to their registration or qualification under the Securities Exchange
     Act of 1934, if applicable,  or any applicable state securities laws, or to
     their  listing  on any stock  exchange  at which time such  listing  may be
     applicable.

15.  NO EMPLOYMENT/SERVICE RIGHTS

     Neither the action of the Company in establishing this Option Plan, nor any
     action taken by the Board hereunder,  nor any provision of this Option Plan
     shall be construed so as to grant any individual the right to remain in the
     employ or service of the Company (or any parent,  subsidiary  or affiliated
     corporation) for any period of specific  duration,  and the Company (or any
     parent, subsidiary or affiliated corporation retaining the services of such
     individual)  may  terminate  or  change  the  terms  of  such  individual's
     employment  or  service  at any time and for any  reason,  with or  without
     cause.

16.  MISCELLANEOUS PROVISIONS

     a.   The  provisions  of this  Option Plan shall be governed by the laws of
          the State of Arizona,  as such laws are applied to  contracts  entered
          into  and  performed  in  such  State,  without  regard  to its  rules
          concerning conflicts of law.

     b.   The provisions of this Option Plan shall insure to the benefit of, and
          be binding upon, the Company and its successors or assigns, whether by
          Corporate Transaction or otherwise,  and the option holders, the legal
          representatives of their respective estates, their respective heirs or
          legatees and their permitted assignees.

     c.   The option holders shall have no dividend rights, voting rights or any
          other rights as a  stockholder  with respect to any options  under the
          Option  Plan prior to the  issuance  of a stock  certificate  for such
          Stock.

     d.   If there is a conflict  between the terms of any employment  agreement
          pursuant  to which  options  under this Plan are to be granted and the
          provisions of this Plan, the terms of the employment  agreement  shall
          prevail.

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION & CONSENT OF VENABLE, BAETJER, ET AL
<TEXT>

Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
2 Hopkins Plaza
Baltimore, Maryland 21201

June 9, 2000


Meritage Corporation
6613 North Scottsdale Road, Suite 200
Scottsdale, Arizona 85250

Re:  Registration Statement on Form S-8 of Meritage Corporation
     (Formerly Monterey Homes Corporation)

Ladies and Gentlemen:

         We have acted as special Maryland counsel to Meritage Corporation
(formerly Monterey Homes Corporation), a Maryland corporation (the
"Registrant"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Pursuant to General Instruction E to Form S-8, the
Registration Statement incorporates by reference the information contained in
(i) the Registrant's Registration Statement on Form S-8 (No. 333-37859) which
was filed with the Commission and became effective on October 14, 1997 (the
"First Registration Statement") and (ii) the Registrant's Registration Statement
on Form S-8 (No. 333-75629) which was filed with the Commission and became
effective on April 2, 1999 (the "Second Registration Statement"). A total of Two
Hundred Twenty-Five Thousand (225,000) shares of the Registrant's common stock,
par value $0.01 per share ("Common Stock") was registered pursuant to the First
Registration Statement and a total of Two Hundred Fifty Thousand (250,000)
shares of Common Stock was registered pursuant to the Second Registration
Statement.

         The Registration Statement (A) reflects amendments to the Registrant's
stock option plan, as amended (the "Plan"), that, among other things, authorize
an additional Three Hundred Thousand (300,000) shares of the Registrant's Common
Stock (the "Additional Shares") for issuance and sale pursuant to the Plan, as
so amended (the "Amended Plan") and (B) registers the Additional Shares for
issuance and sale pursuant to the Amended Plan.

         In connection with this opinion, we have considered such questions of
Maryland law as we have deemed necessary as a basis for the opinions set forth
below, and we have examined or otherwise are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of the following: (i) the
Amended Plan; (ii) the prospectus included in the Registration Statement
substantially in the form in which it is to become effective; (iii) the First
Registration Statement; (iv) the Second Registration Statement; (v) a
certificate, dated as of June 2, 2000, issued by the Maryland State Department
of Assessments and Taxation to the effect that the Registrant is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland (upon
which we have relied as to those matters addressed therein); (vi) the Amended
and Restated Articles of Incorporation, as amended, of the Registrant dated June
2, 2000, as certified by the Maryland State Department of Assessments and
Taxation as of June 2, 2000; (vii) the Bylaws of the Registrant as certified by
the Secretary of the Registrant on June 7, 2000; (viii) certain resolutions of
the Board of Directors and the stockholders of the Registrant relating to the
Additional Shares and the Amended Plan; (ix) a certificate of the Secretary of
the Registrant dated June 7, 2000, relating to such resolutions and certain
other matters; and (x) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Registrant and others.
<PAGE>
         Based upon the foregoing, we are of the opinion that the Additional
Shares have been duly authorized for issuance and that when issued, sold, paid
for and delivered as contemplated by the Amended Plan, the Additional Shares
will be validly issued, fully paid and nonassessable.

         This letter is strictly limited to the matters expressly set forth
herein and no statements or opinions should be inferred beyond such matters.
This opinion is limited to the corporate law of the State of Maryland governing
matters such as the authorization and issuance of stock (without regard to the
principles of conflicts of laws thereof) and is based upon and limited to such
laws in effect as of the date hereof. We assume no obligation to update the
opinion set forth herein. This opinion does not extend to the securities or
"blue sky" laws of Maryland or any other state, to the federal securities laws
or to any other laws.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act, or the Rules and Regulations of
the Commission thereunder.

                                        Very truly yours,

                                        /s/ VENABLE, BAETJER AND HOWARD, LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

                               CONSENT OF KPMG LLP

The Board of Directors
Meritage Corporation:

We consent to incorporation  by reference in Registration  Statement on Form S-8
of Meritage  Corporation of our report dated  February 4, 2000,  relating to the
consolidated  balance  sheets of Meritage  Corporation  and  subsidiaries  as of
December 31, 1999 and 1998 and the related consolidated  statements of earnings,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  December  31, 1999 which  appears in the December 31, 1999 annual
report on Form 10-K of Meritage Corporation.

/s/ KPMG LLP

Phoenix, Arizona
June 9, 2000
</TEXT>
</DOCUMENT>
</SUBMISSION>
