FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HILTON STEVEN J
   2. Issuer Name and Ticker or Trading Symbol
Meritage Homes CORP [MTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
17851 N. 85TH STREET, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
08/31/2012
(Street)

SCOTTSDALE, AZ 85255		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
MTH Common Stock 08/31/2012 08/31/2012 M   64,000 A $ 13.69 1,855,361 I HELD IN TRUST
MTH Common Stock 08/31/2012 08/31/2012 S   64,000 D $ 37.16 1,791,361 (1) I HELD IN TRUST
MTH Common Stock               52,500 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
MTH Common Stock $ 13.69 08/31/2012   M     4,003 01/02/2009 01/02/2015 MTH Common Shares 4,003.00 $ 0 0 D  
MTH Common Stock $ 13.69 08/31/2012   M     19,999 01/02/2010 01/02/2015 MTH Common Shares 19,999.00 $ 0 0 D  
MTH Common Stock $ 13.69 08/31/2012   M     19,999 01/02/2011 01/02/2015 MTH Common Shares 19,999.00 $ 0 0 D  
MTH Common Stock $ 13.69 08/31/2012   M     19,999 01/02/2012 01/02/2015 MTH Common Shares 19,999.00 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HILTON STEVEN J
17851 N. 85TH STREET
SUITE 300
SCOTTSDALE, AZ 85255		       Chief Executive Officer  

Signatures

 /s/ Hilla Sferruzza, attorney-in-fact for Steven J. Hilton   09/04/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Balance reflects all other holdings, including restricted shares that have previously vested.
(2) Balance represents restricted shares not vested but does not include 60,000 shares of restricted stock with vesting contingent upon the achievement of pre-specified performance targets.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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