Exhibit 4.3.3

     THIRD  SUPPLEMENTAL  INDENTURE,  dated as of October  21,  2002 (the "THIRD
SUPPLEMENTAL  INDENTURE") between Meritage Corporation,  a corporation organized
under the laws of the State of Maryland (the  "ISSUER"),  the  Guarantors  named
therein,  MTH-Homes  Nevada,  Inc.,  an  Arizona  corporation  (the  "ADDITIONAL
GUARANTOR")  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  Issuer,  the  Guarantors  thereto,  MTH  Homes-Texas,  L.P.,
MTH-Texas GP II, Inc., MTH-Texas LP II, Inc. and the Trustee are parties to that
certain Second  Supplemental  Indenture,  dated as of July 12, 2002 (the "SECOND
SUPPLEMENTAL  INDENTURE") pursuant to which MTH Homes-Texas,  L.P., MTH-Texas GP
II, Inc. and MTH-Texas LP II, Inc. were added as Guarantors;

     WHEREAS, the Additional Guarantor is a Restricted Subsidiary of the Issuer;

     WHEREAS, the Issuer and the Trustee desire to have the Additional Guarantor
enter  into  this  Third  Supplemental  Indenture  and  agree  to  guaranty  the
obligations  of the Issuer under the Indenture and the Notes and the  Additional
Guarantor  desires  to enter  into  this  Third  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 Third 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
<PAGE>
     WHEREAS,  all acts and things  prescribed by the Articles of  Incorporation
(as now in  effect) of the  Additional  Guarantor  necessary  to make this Third
Supplemental  Indenture a valid  instrument  legally  binding on the  Additional
Guarantor for the purposes herein expressed,  in accordance with its terms, have
been duly done and performed.

     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  Guarantor 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 GUARANTOR AS GUARANTOR. As of the date hereof and pursuant to
this  Third  Supplemental  Indenture,  the  Additional  Guarantor  shall  become
Guarantor  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 Third  Supplemental  Indenture by the  Additional
Guarantor (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 Third  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 Third Supplemental  Indenture refer to this Third 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 Third 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 Guarantor,  respectively, and makes no representations
as to the validity or enforceability against either the Issuer or the Additional
Guarantor.

     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 Third  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 Third  Supplemental  Indenture  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

                                      -2-
<PAGE>
     8. COUNTERPARTS.  This Third 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.

     9. GOVERNING LAW. This Third  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  Guarantor and the Trustee
have caused this Third 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 GUARANTOR:

                                    MTH-HOMES NEVADA, INC.

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

                                    By:  /s/ John R. Landon
                                         ---------------------------------------
                                         John R. Landon
                                    Its: Co-Chairman

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

                                      -3-
<PAGE>
                                    TRUSTEE:

                                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as Trustee

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

                                    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

                                      -4-
<PAGE>
                                    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

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

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

                                      -5-
<PAGE>
                                    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

                                    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

                                      -6-
<PAGE>
                                    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

                                    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

                                      -7-
<PAGE>
                                    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

                                    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

                                      -8-
<PAGE>
                                    By:  /s/ Larry W. Seay
                                         ---------------------------------------
                                         Larry W. Seay
                                    Its: Vice-President, Treasurer and Secretary

                                    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

                                    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

                                      -9-
<PAGE>
                                    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

                                      -10-