<SUBMISSION>
<ACCESSION-NUMBER>0000950147-02-000845
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020703
<EFFECTIVENESS-DATE>20020703
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MERITAGE CORP
<CIK>0000833079
<ASSIGNED-SIC>1531
<IRS-NUMBER>860611231
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-91960
<FILM-NUMBER>02696661
</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>EMERALD MORTGAGE INVESTMENTS CORP
<DATE-CHANGED>19900502
</FORMER-COMPANY>
<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>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>e-8667.txt
<DESCRIPTION>FORM S-8 OF MERITAGE CORPORATION
<TEXT>
      As filed with the Securities and Exchange Commission on July 3, 2002
                                                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 Stock Option Plan
                            (Full Title of the Plan)

                                  Larry W. Seay
               Chief Financial Officer and Vice President-Finance
                              Meritage Corporation
                      6613 North Scottsdale Road, Suite 200
                            Scottsdale, Arizona 85250
                     (Name and Address of Agent For Service)

                                 (877) 400-7888
          (Telephone Number, Including Area Code, of Agent for Service)

                                  With copy to:
                                Steven D. Pidgeon
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                            400 East Van Buren Street
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================
                                      Proposed Maximum     Proposed Maximum
Title Of Securities   Amount To Be   Offering Price Per  Aggregate Offering     Amount Of
 To Be Registered    Registered (1)       Share (2)           Price (2)      Registration Fee
---------------------------------------------------------------------------------------------
<S>                     <C>                <C>                 <C>               <C>
   Common Stock         600,000            $43.745            $26,247,000       $2,414.72
 ($0.01 par value
    per share)
=============================================================================================
</TABLE>
<PAGE>
(1)  In the event of a stock  split,  stock  dividend,  or  similar  transaction
     involving the Registrant's Common Stock, in order to prevent dilution,  the
     number of shares  registered shall be automatically  increased to cover the
     additional  shares in accordance  with Rule 416(a) under the Securities Act
     of 1933, as amended.

(2)  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,  on the  basis  of the  average  of the  high  and low  prices  of the
     Registrant's shares of Common Stock on July 2, 2002.

================================================================================

     This Registration  Statement relates to Form S-8 Registration Statement No.
333-37859,  filed  on  October  14,  1997,  pursuant  to  which  the  Registrant
registered  450,000  shares of  common  stock for  issuance  under the  Meritage
Corporation  Stock  Option Plan (the "Plan") (as adjusted to reflect an increase
resulting  from a 2-for-1  stock  split);  Form S-8  Registration  Statement No.
333-75629,  filed on April 2, 1999, pursuant to which the Registrant  registered
500,000  shares of common  stock for  issuance  under the Plan (as  adjusted  to
reflect  an  increase  resulting  from a  2-for-1  stock  split);  and  Form S-8
Registration Statement No. 333-39036,  filed on June 12, 2000, pursuant to which
the Registrant  registered 600,000 shares of common stock for issuance under the
Plan (as adjusted to reflect a increase  resulting  from a 2-for-1 stock split).
The contents of these  registration  statements  are  incorporated  by reference
herein  pursuant  to  General  Instruction  E to  Form  S-8.  This  Registration
Statement  relates to the  amendment  of the Plan.  The Plan has been amended to
increase the number of shares of common stock authorized to be issued thereunder
from 1,550,000  shares to 2,150,000  shares and the number of shares that may be
issued to any one person thereunder from 200,000 to 300,000. The previously paid
filing fees associated  with the referenced  securities  under the  registration
statements are $2,399.59.

                                  EXHIBIT INDEX

Exhibit                                                        Page or Method
Number                   Description                              of Filing
------                   -----------                              ---------
 4.1      Meritage Corporation Stock Option Plan             Filed herewith

 5.1      Opinion of Venable, Baetjer, Howard & Civiletti,
          LLP, Maryland counsel (including consent)          Filed herewith

 23.1     Consent of Independent Auditors                    Filed herewith

 23.2     Consent of Counsel                                 Included as part of
                                                             Exhibit 5.1

 24       Power of Attorney                                  See Signature Page
<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 this 3rd day of
July, 2002.


                                        MERITAGE CORPORATION


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

                                        2
<PAGE>
                                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
          ---------                         -----                      ----

By: /s/ John R. Landon          Co-Chairman, Co-Chief              July 2, 2002
    -------------------------   Executive Officer and Director
        John R. Landon


By: /s/ Steven J. Hilton        Co-Chairman, Co-Chief              July 1, 2002
    -------------------------   Executive Officer and Director
        Steven J. Hilton


By: /s/ Larry W. Seay           Chief Financial Officer, Vice      July 1, 2002
    -------------------------   President-Finance, Secretary
        Larry W. Seay           and Treasurer (Principal
                                Financial and Accounting Officer)


By: /s/ Richard T. Morgan       Vice President                     July 2, 2002
    -------------------------
        Richard T. Morgan


By: /s/ Robert G. Sarver        Director                           July 2, 2002
    -------------------------
        Robert G. Sarver


By: /s/ C. Timothy White        Director                           July 2, 2002
    -------------------------
        C. Timothy White


By: /s/ Raymond Oppel           Director                           July 2, 2002
    -------------------------
        Raymond Oppel


By: /s/ Peter L. Ax             Director                           July 2, 2002
    -------------------------
        Peter L. Ax


By: /s/ William G. Campbell     Director                           July 2, 2002
    -------------------------
        William G. Campbell

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>STOCK OPTION PLAN
<TEXT>
                                                                     Exhibit 4.1

                              MERITAGE CORPORATION
                                STOCK OPTION PLAN

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.
<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  2,150,000  shares,  and the maximum
          number of shares of Common  Stock that can be issued to any one person
          under this Option Plan is 300,000 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 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.

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

                                       2
<PAGE>
          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 Committee,  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.   [Reserved.]

     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 Committee 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.

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.

                                        4
<PAGE>
     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 or the Committee 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-5.1
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION AND CONSENT OF COUNSEL
<TEXT>
                                                                     Exhibit 5.1


                    Venable, Baetjer, Howard & Civiletti, LLP
                            1201 New York Avenue, NW
                                   Suite 1000
                           Washington, D.C. 20005-3917

                                  July 3, 2002


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

     RE: REGISTRATION STATEMENT ON FORM S-8 OF MERITAGE CORPORATION

Ladies and Gentlemen:

     We have  acted as  special  Maryland  counsel to  Meritage  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");  (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");  and (iii) the Registrant's Registration Statement on Form S-8 (No.
333-39036), which was filed with the Commission and became effective on June 12,
2000 (the "THIRD 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  Six  Hundred  Thousand  (600,000)  shares of Common  Stock  (the
"ADDITIONAL  SHARES")  for  issuance  and  sale  pursuant  to  the  Plan,  as so
additionally  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 Registration Statement substantially in the form in which it is to
become effective;
<PAGE>
Meritage Corporation
July 3, 2002
Page 2


     (iii) the First Registration Statement;

     (iv) the Second Registration Statement;

     (v) the Third Registration Statement;

     (vi) a certificate, dated as of June 21, 2002, issued by the Maryland State
Department  of  Assessments  and  Taxation  (the  "SDAT") 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);

     (vii) the Registrant's (a) Articles of Amendment and Restatement,  as filed
with the SDAT on July 12, 1988,  as  certified by the SDAT on June 7, 2002,  (b)
Articles of Amendment, as filed with the SDAT on April 12, 1990, as certified by
the SDAT on June 7, 2002, (c) Articles of Merger of Monterey Homes  Construction
II, Inc. and Monterey Homes Arizona, II, Inc. into Homeplex Mortgage Investments
Corporation,  as filed with the SDAT on December 31,  1996,  as certified by the
SDAT on June 7, 2002,  (d)  Articles of  Restatement,  as filed with the SDAT on
September  24, 1997,  as certified by the SDAT on June 5, 2002,  (e) Articles of
Amendment,  as filed with the SDAT on September  16,  1998,  as certified by the
SDAT on June 5, 2002, and (f) Certificate of Correction,  filed with the SDAT on
June 20,  2002,  as certified  by the SDAT on June 20, 2002  (collectively,  the
"CHARTER");

     (viii) the Bylaws of the  Registrant  as certified by the  Secretary of the
Registrant on July 1, 2002 (the "BYLAWS");

     (ix)  certain  resolutions  adopted  by  the  Board  of  Directors  of  the
Registrant  relating the  authorization of the Additional Shares and the Amended
Plan;

     (x) certain  resolutions adopted by the stockholders of the Registrant with
respect to the approval of the Amended Plan;

     (xi) a certificate of the Secretary of the Registrant,  dated July 1, 2002,
relating to such resolutions and certain other matters; and

     (xii) 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
legal  capacity  of  all  natural  persons,   the  accuracy,   completeness  and
authenticity of all documents submitted to us as originals,  the conformity with
<PAGE>
Meritage Corporation
July 3, 2002
Page 3


the original documents of all documents submitted to us as certified,  facsimile
or  photostatic  or  reproduced  copies  and  the  authenticity,   accuracy  and
completeness  of the  originals  of such  copies.  We have also assumed that the
Charter and Bylaws of the Registrant,  the Maryland General  Corporation Law and
the  Securities  Act as in effect at the time of  issuance  of any of the Shares
under  the Plan will not  differ  in any  relevant  respect  from the  analogous
provisions  of the Charter and Bylaws of the  Registrant,  the Maryland  General
Corporation  Law and the  Securities  Act as in  effect  as of the  date of this
opinion,  and that no  additional  relevant  provisions  shall  have been  added
thereto  subsequent to the date hereof. We have also assumed that the Registrant
shall have  sufficient  authorized and unissued shares of Common Stock available
at the time of each issuance of Shares. 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.

     Based upon and subject to 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. This opinion is intended solely for use in connection
with the  transactions  described above. It may not be relied upon for any other
purpose without our prior written consent.


                               Very truly yours,

                               /s/ Venable, Baetjer,
                                   Howard & Civiletti, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
                                                                    Exhibit 23.1


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Meritage Corporation:

We consent to the use of our report dated February 6, 2002,  with respect to the
consolidated  balance  sheets of Meritage  Corporation  and  subsidiaries  as of
December 31, 2001 and 2000, 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, 2001,  which  appears in the December 31, 2001 annual
report on Form 10-K of Meritage Corporation, incorporated herein by reference.

                                        /s/ KPMG LLP

Phoenix, Arizona
July 3, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
