Exhibit 4.3.2

     SECOND  SUPPLEMENTAL  INDENTURE,  dated as of July 12,  2002  (the  "SECOND
SUPPLEMENTAL  INDENTURE") between Meritage Corporation,  a corporation organized
under the laws of the State of Maryland (the  "ISSUER"),  the  Guarantors  named
therein,  MTH Homes-Texas,  L.P. a Texas limited  partnership,  MTH-Texas GP II,
Inc., an Arizona corporation, MTH-Texas LP II, Inc., an Arizona corporation (the
"ADDITIONAL GUARANTORS") and Wells Fargo Bank, National Association,  as trustee
(the "TRUSTEE"),  under the Indenture (as defined below). Capitalized terms used
and not  defined  herein  shall have the same  meanings  given in the  Indenture
unless otherwise indicated.

     WHEREAS,  the Issuer, the Guarantors thereto and the Trustee are parties to
that certain  Indenture dated as of May 30, 2001 (the  "INDENTURE")  pursuant to
which the Company  issued its 9 3/4%  Senior  Notes 2011 (the  "Notes")  and the
Guarantors  guaranteed the obligations of the Issuer under the Indenture and the
Notes;

     WHEREAS,  pursuant to Section 4.13 of the Indenture, if the Issuer acquires
or creates any additional subsidiary which is a Restricted Subsidiary, each such
subsidiary shall execute and deliver a supplemental  indenture pursuant to which
such subsidiary shall  unconditionally  guaranty the Issuer's  obligations under
the Notes;

     WHEREAS,  the Issuer,  the  Guarantors  thereto,  Hulen Park Venture,  LLC,
Meritage  Holdings,  L.L.C.  and the Trustee are parties to that  certain  First
Supplemental Indenture,  dated as of September 20, 2001 (the "FIRST SUPPLEMENTAL
INDENTURE")  pursuant to which Hulen Park  Venture,  LLC and Meritage  Holdings,
L.L.C. were added as Guarantors;

     WHEREAS,  the  Additional  Guarantors are  Restricted  Subsidiaries  of the
Issuer;

     WHEREAS,  the  Issuer  and  the  Trustee  desire  to  have  the  Additional
Guarantors enter into this Second  Supplemental  Indenture and agree to guaranty
the  obligations  of the  Issuer  under  the  Indenture  and the  Notes  and the
Additional  Guarantors desire to enter into this Second  Supplemental  Indenture
and to guaranty the  obligations of the Issuer under the Indenture and the Notes
as of such date;

     WHEREAS,  Section  8.01 of the  Indenture  provides  that the  Issuer,  the
Guarantors  and the Trustee may,  without the written  consent of the Holders of
the outstanding Notes, amend the Indenture as provided herein;

     WHEREAS,  by entering into this Second Supplemental  Indenture,  the Issuer
and the Trustee have  consented to amend the  Indenture in  accordance  with the
terms and conditions herein;

     WHEREAS,  each  Guarantor  hereby  acknowledges  and  consents to amend the
Indenture in accordance with the terms and conditions herein; and

     WHEREAS,  all acts and  things  prescribed  by the  Certificate  of Limited
Partnership  or the  Articles of  Incorporation,  as the case may be, (as now in
effect) of the Additional  Guarantors necessary to make this Second Supplemental
Indenture a valid  instrument  legally binding on the Additional  Guarantors for
the purposes herein expressed, in accordance with its terms, have been duly done
and performed.
<PAGE>
     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuer,
the  Additional  Guarantors and the Trustee hereby agree for the benefit of each
other and the equal and ratable benefit of the Holders of the Notes as follows:

     1. ADDITIONAL  GUARANTORS AS GUARANTOR.  As of the date hereof and pursuant
to this Second Supplemental  Indenture,  the Additional  Guarantors shall become
Guarantors under the definition of Guarantor in the Indenture in accordance with
the terms and  conditions  of the  Indenture  and shall  assume  all  rights and
obligations of a Guarantor thereunder.

     2.  COMPLIANCE  WITH AND  FULFILLMENT  OF  CONDITION OF SECTION  4.13.  The
execution and delivery of this Second  Supplemental  Indenture by the Additional
Guarantors (along with such documentation  relating thereto as the Trustee shall
require)  fulfills  the  obligations  of the Issuer  under  Section  4.13 of the
Indenture.

     3. CONSTRUCTION.  For all purposes of this Second  Supplemental  Indenture,
except as otherwise  herein expressly  provided or unless the context  otherwise
requires:  (i) the defined terms and expressions used herein shall have the same
meanings as corresponding terms and expressions used in the Indenture;  and (ii)
the words "herein," "hereof" and "hereby" and other words of similar import used
in  this  Second  Supplemental  Indenture  refer  to  this  Second  Supplemental
Indenture as a whole and not to any particular Section hereof.

     4. TRUSTEE  ACCEPTANCE.  The Trustee accepts the amendment of the Indenture
effected by this Second Supplemental Indenture, as hereby amended, but only upon
the  terms  and  conditions  set  forth in the  Indenture,  as  hereby  amended,
including the terms and  provisions  defining and limiting the  liabilities  and
responsibilities of the Trustee in the performance of its duties and obligations
under the Indenture,  as hereby amended.  Without limiting the generality of the
foregoing, the Trustee has no responsibility for the correctness of the recitals
of fact herein  contained  which shall be taken as the statements of each of the
Issuer and the Additional Guarantors, respectively, and makes no representations
as to the validity or enforceability against any of the Issuer or the Additional
Guarantors.

     5. INDENTURE RATIFIED. Except as expressly amended hereby, the Indenture is
in all  respects  ratified  and  confirmed  and all the  terms,  conditions  and
provisions thereof shall remain in full force and effect.

     6. HOLDERS BOUND. This Second  Supplemental  Indenture shall form a part of
the  Indenture  for all  purposes,  and every Holder of the Notes  heretofore or
hereafter authenticated and delivered shall be bound hereby.

     7.  SUCCESSORS AND ASSIGNS.  This Second  Supplemental  Indenture  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

     8. COUNTERPARTS.  This Second Supplemental Indenture may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original,  and all of such  counterparts  shall together  constitute one and the
same instrument.

                                       2
<PAGE>
     9. GOVERNING LAW. This Second  Supplemental  Indenture shall be governed by
and  construed in  accordance  with the  internal  laws of the State of New York
without giving effect to principles of conflicts of laws.

     IN WITNESS WHEREOF,  the Issuer, the Additional  Guarantors and the Trustee
have caused this Second  Supplemental  Indenture  to be duly  executed as of the
date first above written.

                                    ISSUER:

                                    MERITAGE CORPORATION

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Chief Executive Officer,
                                         Vice President-Finance,
                                         Secretary and Treasurer

                                    ADDITIONAL GUARANTORS:

                                    MTH HOMES-TEXAS, L.P.

                                    By:  MTH-Texas GP II, Inc.,
                                         its General Partner

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman, President and
                                         Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice President, Treasurer and Secretary

                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President and Chief Financial
                                         Officer

                                       3
<PAGE>
                                    MTH-TEXAS GP II, INC.

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman, President and
                                         Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice President, Treasurer and Secretary

                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President and Chief Financial
                                         Officer

                                    MTH-TEXAS LP II, INC.

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman, President and
                                         Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice President, Treasurer and Secretary

                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President and Chief Financial
                                         Officer

                                    TRUSTEE:

                                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    as Trustee

                                    By:  /s/ Jeanie Mar
                                         ---------------------------------------
                                         Jeanie Mar
                                    Its: Vice President

                                       4
<PAGE>
                                    MONTEREY HOMES ARIZONA, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    MERITAGE PASEO CROSSING, LLC

                                    By:  Meritage Homes of Arizona, Inc.,
                                         its Sole Member

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    MONTEREY HOMES CONSTRUCTION, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    MERITAGE PASEO CONSTRUCTION, LLC

                                    By:  Meritage Homes Construction, Inc.,
                                         its Sole Member

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Co-CEO

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                       5
<PAGE>
                                    MERITAGE HOMES OF ARIZONA, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    MERITAGE HOMES CONSTRUCTION, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    MTH-TEXAS GP, INC.

                                    By:  Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         Name:  John R. Landon
                                         Title: Co-CEO

                                    MTH-TEXAS LP, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         Name:  John R. Landon
                                         Title: Co-CEO

                                       6
<PAGE>
                                    LEGACY/MONTEREY HOMES L.P.

                                    By:  MTH-Texas GP, Inc., its General Partner

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         Name:  John R. Landon
                                         Title: Co-CEO

                                    MERITAGE HOMES OF NORTHERN CALIFORNIA, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    HANCOCK-MTH BUILDERS, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                    HANCOCK-MTH COMMUNITIES, INC.

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Name:  Larry W. Seay
                                         Title: Vice President

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Name:  Steven J. Hilton
                                         Title: Co-CEO

                                       7
<PAGE>
                                    LEGACY OPERATING COMPANY, L.P.

                                    By:  Meritage Holdings, L.L.C.,
                                         its General Partner

                                    By:  Legacy/Monterey Homes L.P.,
                                         its Sole Member

                                    By:  MTH-Texas GP, Inc., its General Partner

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President of Finance,
                                         Texas Division, Chief Financial Officer
                                         and Assistant Secretary

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice-President, Treasurer and Secretary

                                    HULEN PARK VENTURE, LLC

                                    By:  Legacy/Monterey Homes L.P.,
                                         its Sole Member

                                    By:  MTH-Texas GP, Inc., its General Partner

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman and Chief Executive Officer

                                       8
<PAGE>
                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President of Finance,
                                         Texas Division, Chief Financial Officer
                                         and Assistant Secretary

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice-President, Treasurer and Secretary

                                    MERITAGE HOLDINGS, L.L.C.

                                    By:  Legacy/Monterey Homes L.P.,
                                         its Sole Member

                                    By:  MTH-Texas GP, Inc., its General Partner

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Steven J. Hilton
                                         ---------------------------------------
                                         Steven J. Hilton
                                    Its: Co-Chairman and Chief Executive Officer

                                    By:  /s/ Richard T. Morgan
                                         ---------------------------------------
                                         Richard T. Morgan
                                    Its: Vice President of Finance,
                                         Texas Division, Chief Financial Officer
                                         and Assistant Secretary

                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice-President, Treasurer and Secretary

                                       9