UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 4 to Schedule 13D (the “Statement”) is filed in relation to the Company’s Common Stock.  The Company’s principal executive office address is 17851 N. 85th Street, Suite 300, Scottsdale, Arizona 85255.

Item 2.

Identity and Background

The name, address and background information for the person filing this Statement is as follows:

(a)           This Statement is filed by Steven J. Hilton.

(b)           Mr. Hilton’s business address is as follows:

c/o Meritage Homes Corporation
17851 N. 85th Street, Suite 300
Scottsdale, Arizona 85255

(c)           Mr. Hilton’s present principal occupation is Chairman and Chief Executive Officer of the Company.  The Company is engaged in the business of designing, building and selling single-family attached and detached homes.  The address of the Company is set forth in (b) above.

(d)           Mr. Hilton has not been convicted in a criminal proceeding (excluding, if any, traffic violations or similar misdemeanors) in the past five years.

(e)           During the last five years, Mr. Hilton has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding, he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)     Mr. Hilton is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration

Not applicable.

Item 4.

Purpose of Transaction

This Statement is an amendment to the Amendment No. 3 to Schedule 13D (the “Prior Statement”) that was filed by Mr. Hilton with the Securities and Exchange Commission on June 30, 2006.  The purpose of this Statement is to update the Prior Statement to reflect the results of various transactions in the Company’s Common Stock by Mr. Hilton since the date of the Prior Statement, including stock option exercises and periodic purchases and sales of Common Stock for personal financial reasons and to update certain other information.

Mr. Hilton is presently the Chairman of the Board of Directors and Chief Executive Officer of the Company and he intends to continue to participate in the management and operations of the Company.

Mr. Hilton purchased or received the shares of Common Stock beneficially owned by him for investment purposes or pursuant to the Company’s benefit plans that have been in place from time to time.  Subject to restrictions imposed by the federal securities laws and the Company’s insider trading policy, depending on market conditions, economic conditions and any other relevant factors, Mr. Hilton may alter his holdings in the Common Stock through open market purchases or sales, or through privately negotiated transactions.  Mr. Hilton intends to evaluate his holdings in the Company on a continual basis.  Except as is consistent with Mr. Hilton’s positions as Chairman of the Board of Directors and Chief Executive Officer of the Company, Mr. Hilton has no plans or proposals that would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)           Mr. Hilton is the beneficial owner of 2,073,194 shares, or 7.8%, of the Company’s outstanding Common Stock.  Mr. Hilton’s beneficial ownership consists of 1,839,904 shares of Common Stock held by the Steven J. Hilton Family Trust, of which Mr. Hilton is a trustee and beneficiary and 233,290 shares of Common Stock that can be acquired upon the exercise of options that are or will be exercisable within 60 days of the date on which this Statement is filed.  Mr. Hilton’s percentage ownership is based on 26,249,296 shares of Common Stock outstanding as of August 6, 2007.  Mr. Hilton also has options to acquire an additional 192,000 shares of Common Stock, which vest as follows:  54,000 in 2008; 54,000 in 2009; 38,000 in 2010; 28,000 in 2011 and 18,000 in 2012.  In addition, Mr. Hilton is the beneficial owner of 18,000 shares of restricted stock units, which vest in three equal annual installments starting on January 29, 2008.

Mr. Hilton also discloses that he controls, directly or indirectly, a 2.3% limited partnership in Southwest Value Partners Fund XIV, LP (“SVP”).  Mr. Hilton’s minor children also own collectively a 1.1% limited partnership interest in SVP through trusts, for which Robert Sarver, a director of the Company, serves as the trustee.  As reported on a Form 13D/A filed on August

17, 2007, SVP holds 741,900 shares of Meritage Homes common stock.  The shares owned by SVP are not included in the amounts reported as reported as beneficially owned by Mr. Hilton in this Form 13D/A because Mr. Hilton indirectly holds a limited partnership interest in SVP and this interest does not entitle him to any role or discretion in the management or investment decisions of SVP.  Accordingly, under the beneficial ownership reporting principles of Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, Mr. Hilton does not have, and he disclaims any, beneficial ownership of the shares held by SVP.

(b)               Mr. Hilton has the sole power to vote and dispose of all the shares that he beneficially owns.

(c)               On January 29, 2007, the Company granted to Mr. Hilton 18,000 shares of restricted stock units, which vest in three equal annual installments starting on January 29, 2008.  Also on January 29, 2007, the Company granted to Mr. Hilton options to acquire 90,000 shares of common stock for $42.82 per share.  These options vest in five equal annual installments starting on January 29, 2008.  On March 6, 2007, Mr. Hilton purchased 12,000 shares of common stock in open market purchases (6,000 at $35.25; 3,000 at $35.16; and 3,000 at $35.13).  On June 11, 2007, Mr. Hilton exercised options that were previously granted to him by the Company to acquire 4,710 shares of the Company’s common stock for $21.225 per share.  Other than these transactions, Mr. Hilton did not engage in any transactions in the Company’s Common Stock during the past 60 days.

(d)               Not applicable.

(e)               Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not applicable.

Item 7.

Material to Be Filed as Exhibits

Not applicable.

August 21, 2007

Date

/s/ Steven J. Hilton

Signature

Steven J. Hilton
Chief Executive Officer

Name/Title