EXHIBIT 3.4.1

ARTICLES OF AMENDMENT AND MERGER

MERGING MERITAGE HOMES CONSTRUCTION, INC.

WITH AND INTO HANCOCK-MTH BUILDERS, INC.

AND

CHANGING SURVIVOR NAME TO MERITAGE HOMES CONSTRUCTION, INC.

Dated June 18, 2004

Effective July 1, 2004

Pursuant to Section 10-1105 of the Arizona Business Corporation Act, Meritage Homes Construction, Inc., an Arizona corporation (“Meritage Homes Construction”) and Hancock-MTH Builders, Inc., an Arizona corporation (“Hancock-MTH”), hereby adopt the following Articles of Merger to merge Meritage Homes Construction with and into Hancock-MTH, with Hancock-MTH being the corporation surviving the merger (the “Merger”):

FIRST: The Plan of Merger is being simultaneously filed with the Arizona Corporation Commission.

SECOND: The names of the corporations that are the parties to this merger are Meritage Homes Construction, Inc., an Arizona corporation, and Hancock-MTH Builders, Inc., an Arizona corporation.

THIRD: The known place of business of Hancock-MTH, the surviving corporation, is 8501 E. Princess Drive, Suite #290, Scottsdale. Arizona 85255.

FOURTH: The name and address of the statutory agent of Hancock-MTH, the surviving corporation, are Lorence M. Zimtbaum, 8501 E. Princess Dr., Suite 290, Scottsdale, Arizona 85255.

FIFTH: The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the Plan of Merger, are as follows:

SIXTH: The total number of votes cast for and against the Plan of Merger by the holders of the common stock (the only class of stock of the respective corporations issued, outstanding and entitled to vote) is sufficient for approval by all voting groups and is as follows:

SEVENTH: Article 1 of the Articles of Incorporation of Hancock-MTH is hereby amended and restated to read as follows:

“1. The name of the corporation is Meritage Homes Construction, Inc.”

EIGHTH: Article 3 of the Articles of Incorporation of Hancock-MTH is hereby amended and restated to read as follows:

“The aggregate number of shares that the corporation shall have authority to issue is two thousand (2,000) common shares, all of which shares shall be a single class.”

IN WITNESS WHEREOF, the undersigned have hereunto set their hand this 18th day of June, 2004.

STATE OF ARIZONA

ACCEPTANCE OF APPOINTMENT AS STATUTORY AGENT

of

MERITAGE HOMES CONSTRUCTION, INC., an Arizona corporation,

Please be advised that Lorence M. Zimtbaum, Esq., 8501 E. Princess Drive, Suite 290, Scottsdale, AZ 85255, a resident of the Slate of Arizona, hereby accepts and acknowledges appointment as statutory agent for service of process upon Meritage Homes Construction, Inc., an Arizona corporation, formerly known as Hancock-MTH Builders, Inc., an Arizona corporation, and consents to act in that capacity until removal or resignation.

EFFECTIVE the 1st day of July, 2004.

PLAN OF MERGER

MERGING MERITAGE HOMES CONSTRUCTION, INC.

WITH AND INTO HANCOCK-MTH BUILDERS, INC.

AND

CHANGING SURVIVOR NAME TO MERITAGE HOMES CONSTRUCTION, INC.

This Plan of Merger has been prepared in accordance with Section 10-1101 of the Arizona Business Corporation Act.

1. Surviving Corporation. Meritage Homes Construction, Inc., an Arizona corporation (“Meritage Homes Construction”), shall be merged (the “Merger”) with and into Hancock-MTH Builders, Inc., an Arizona corporation (“Hancock-MTH”). Hancock-MTH shall be the corporation surviving the Merger.

2. Rights and Obligations. The Merger shall be effective as of the close of business on July 1, 2004 (the “Effective Date”), and as of the Effective Date, Hancock-MTH shall possess and be subject to all the rights, privileges, powers, franchises, property (real, personal and mixed), restrictions, disabilities, duties and debts of Meritage Homes Construction and Hancock-MTH.

3. Officers. The officers of Hancock-MTH after the Effective Date are listed on Exhibit A attached hereto, and each of them shall hold office until their respective successor is elected and qualified, or until their earlier resignation or removal.

4. Directors. Steven J. Hilton and John R. Landon shall be the directors of Hancock-MTH as of and after the Effective Date, and each of them shall hold office until their respective successor is elected and qualified, or until their earlier resignation or removal.

5. Bylaws. The Bylaws of Hancock-MTH that are in effect immediately prior to the Effective Date shall be the Bylaws of Hancock-MTH as of and after the Effective Date.

6. Articles of Incorporation. The Articles of Incorporation of Hancock-MTH that are in effect immediately prior to the Effective Date shall be the Articles of Incorporation of Hancock-MTH as of and after the Effective Date, except that the name of the surviving corporation shall he Meritage Homes Construction, Inc.

7. Exchange of Shares. As of the Effective Date, all shares of Meritage Homes Construction common stock issued and outstanding immediately prior to the Effective Date shall be converted into the right to receive from Hancock-MTH issued and outstanding shares of Hancock-MTH common stock (the “Merger Consideration”) at a rate of one share of Hancock-MTH common stock for each issued and outstanding share of Meritage Homes Construction common stock; provided, however, no fractional shares of Hancock-MTH common stock shall be issued and therefore all fractional shares of Hancock-MTH common stock alter the conversion shall be rounded to the nearest whole share. No further action of the shareholders of Meritage Homes Construction is required to effect the conversion. As of the Effective Date, all shares of Meritage Homes Construction common stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Meritage Homes Construction common stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.

8. Change of Name. The name of the surviving corporation, Hancock-MTH Builders, Inc., is changed to Meritage Homes Construction, Inc.

This Plan of Merger which shall become effective July 1, 2004 was adopted and approved by the Board of Directors of Meritage Homes Construction by Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors of Meritage Homes Construction, dated as of June 18, 2004, and by the Board of Directors of Hancock-MTH by Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors of Hancock-MTH, dated as of June 18, 2004.

Exhibit A

ARTICLES OF AMENDMENT AND MERGER

MERGING MONTEREY HOMES CONSTRUCTION, INC.

WITH AND INTO MERITAGE HOMES CONSTRUCTION, INC.

Effective July 1, 2005

Pursuant to Section 10-1105 of the Arizona Business Corporation Act, Meritage Homes Construction, Inc., an Arizona corporation (“Meritage Homes”), and Monterey Homes Construction, Inc., an Arizona corporation (“Monterey”), hereby adopt the following Articles of Merger to merge Monterey with and into Meritage Homes, with Meritage Homes being the corporation surviving the merger (the “Merger”):

FIRST: The Plan of Merger is being simultaneously filed with the Arizona Corporation Commission.

SECOND: The names of the corporations that are the parties to this merger are Meritage Homes Construction, Inc., an Arizona corporation, and Monterey Homes Construction, Inc., an Arizona corporation.

THIRD: The known place of business of Meritage Homes, the surviving corporation, is 8501 E. Princess Drive, Suite 200, Scottsdale, Arizona 85255.

FOURTH: The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the Plan of Merger, are as follows:

FIFTH: The total number of votes cast for and against the Plan of Merger by the holders of the common stock (the only class of stock of the respective corporations issued, outstanding and entitled to vote) is sufficient for approval by all voting groups and is as follows:

SIXTH: Article 1 of the Articles of incorporation of Meritage Homes is hereby restated to read as follows:

“1. The name of the corporation is Meritage Homes Construction, Inc.”

SEVENTH: Article 3 of The Articles of Incorporation of Meritage Homes is hereby amended and restated to read as follows:

“The aggregate number of shares that the corporation shall have authority to issue is one thousand (1,000) common shares, all of which shall be a single class.”

IN WITNESS WHEREOF, the undersigned have hereunto set their hand this 30th day of June, 2005.