Statement of Eligibility under the Trust Indenture Act of 1939

EXHIBIT 25.1

CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A

20-1177241

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

(I.R.S. Employer

Identification No.)

1800 Tyson’s Boulevard, Ste 50

McLean, VA

22102

(Address of principal executive offices)

(Zip Code)

Kevin T. O’Brien, SVP

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1311

(Name, address and telephone number of agent for service)

Meritage Homes Corporation

(Exact name of obligor as specified in its charter)

Maryland

86-0611231

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

17851 North 85th Street,

Suite 300 Scottsdale, Arizona

85255

(Address of principal executive offices)

(Zip Code)

Meritage Homes Corporation

(Title of Indenture Securities)

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15. Not Applicable

Item 16. List of Exhibits

Exhibit



T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.

T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.

T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association

T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.

T1A(v)		Not applicable.

T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.

T1A(vii)		Copy of the latest report of condition of the trustee (September 30, 2009), published pursuant to law or the requirement of its supervisory or examining authority.

T1A(viii)		Not applicable.

T1A(ix)		Not applicable.

(1)	Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)	Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 19^th day of May, 2010.


HSBC BANK USA, NATIONAL ASSOCIATION

By:		/s/ Ignazio Tamburello
		Vice President

Exhibit T1A (vii)


	Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081

Federal Financial Institutions Examination Council	Expires March 31, 2009

	Please refer to page i, Table of Contents, for the required disclosure of estimated burden.	1

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031


Report at the close of business September 30, 2009		(20040630)
		(RCRI 9999)

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).

NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.


I,		Gerard Mattia, CFO
		Name and Title of Officer Authorized to Sign Report

Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.


/s/ Joseph R. Simpson
Signature of Officer Authorized to Sign Report

11/04/2009
Date of Signature

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


/s/ Sal H. Alfieri
Director (Trustee)

/s/ Donald Boswell
Director (Trustee)

/s/ Paul Lawrence
Director (Trustee)

Submission of Reports

Each Bank must prepare its Reports of Condition and Income either:

(a)	in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or

b)	in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.

For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.


FDIC Certificate Number		5		7		8		9		0

http://WWW.BANKING.US.HSBC.COM

Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)

(Example: www.examplebank.com)

HSBC Bank USA, NATIONAL ASSOCIATION

Legal Title of Bank (TEXT 9010)

Wilmington

City (TEXT 9130)

DE 19801

State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency


REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA, National Association of Buffalo
Name of Bank City

in the state of New York, at the close of business September 30, 2009


		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin		2,570,556
b. Interest-bearing balances		17,656,608
Held-to-maturity securities		2,731,128
Available-for-sale securities		25,710,388
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices		0
b. Securities purchased under agreements to resell		4,463,048
Loans and lease financing receivables:
Loans and leases held for sale		3,078,970
Loans and leases net of unearned income	80,652,389
LESS: Allowance for loan and lease losses	3,831,446
Loans and lease, net of unearned income, allowance, and reserve		76,820,943
Trading assets		24,855,776
Premises and fixed assets		531,151
Other real estate owned		82,463
Investments in unconsolidated subsidiaries		11,789
Customers’ liability to this bank on acceptances outstanding		NA
Intangible assets: Goodwill		2,056,813
Intangible assets: Other intangible assets		428,791
Other assets		7,264,450

Total assets		168,262,874


LIABILITIES
Deposits:
In domestic offices		86,634,006
Non-interest-bearing	17,482,305
Interest-bearing	69,151,701


In foreign offices		32,221,411
Non-interest-bearing	1,243,619
Interest-bearing	30,977,792

Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices		42,100
b. Securities sold under agreements to repurchase		2,929,258

Trading Liabilities		10,557,630
Other borrowed money		10,503,183
Bank’s liability on acceptances		NA
Subordinated notes and debentures		4,843,133
Other liabilities		4,714,369

Total liabilities		152,445,090

Minority Interests in consolidated Subsidiaries		N/A

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common Stock		2,001
Surplus		15,805,455
Retained earnings		223,297
Accumulated other comprehensive income		-213,180
Other equity capital components		0
Total equity capital		15,817,784

Total liabilities, minority interests and equity capital		168,262,874