UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 3 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. 2 to Schedule 13D (the “Prior Statement”) that was filed by Mr. Hilton with the Securities and Exchange Commission on October 5, 2001. 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 the sale by Mr. Hilton of 300,000 shares of Common Stock in a registered public offering in March 2005, stock option exercises and periodic 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 1,977,194 shares, or 7.5%, of the Company’s outstanding Common Stock. Mr. Hilton’s beneficial ownership consists of 1,823,194 shares of Common Stock held by the Steven J. Hilton Family Trust, of which Mr. Hilton is a trustee and beneficiary and 154,000 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 26,074,616 shares of Common Stock outstanding as of June 26, 2006. In addition, Mr. Hilton has options to acquire an additional 186,000 shares of Common Stock, which vest as follows:  16,000 in September 2006; 68,000 in 2007; 36,000 in 2008; 36,000 in 2009; 20,000 in 2010; and 10,000 in 2011.

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

(c)         On May 23, 2006, Mr. Hilton exercised options that were previously granted to him by the Company to acquire 6,208 shares of the Company’s Common Stock for $7.938 per share. On June 2, 2006, the Company granted to Mr. Hilton options to acquire 50,000 shares of the Company’s Common stock for $54.01 per share. These options will vest in five equal annual installments starting on June 2, 2007. On June 8, 2006, Mr. Hilton exercised options that were previously granted to him by the Company to acquire 89,792 shares of the Company’s Common Stock for $7.938 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.

Dated: June 30, 2006.

/s/ Steven J. Hilton

Steven J. Hilton