EXHIBIT 99.4

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
         SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS

     In  passing  the  Private  Securities  Litigation  Reform  Act of 1995 (the
"PSLRA"),   Congress  encouraged  public  companies  to  make   "forward-looking
statements" by creating a safe-harbor to protect  companies from  securities law
liability in connection with  forward-looking  statements.  Meritage  intends to
qualify  both its written and oral  forward-looking  statements  for  protection
under the PSLRA.

     The words  "believe,"  "expect,"  "anticipate,"  and  "project" and similar
expressions identify forward-looking statements, which speak only as of the date
the statement was made. Such  forward-looking  statements are within the meaning
of that term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities  Exchange Act of 1934.  Forward-looking  statements in this Form 10-Q
may include,  but are not limited to,  statements  concerning the demand for and
pricing of our homes,  our ability to deliver  existing  backlog,  the  expected
outcome  of  legal  proceedings  against  us,  the  sufficiency  of our  capital
resources,  the impact of new accounting standards,  the future realizability of
deferred tax assets,  the expectation of continued  position  operating results,
the expected benefits of our acquisitions of other homebuilders, and our ability
to continue positive operating results in light of current economic  conditions.
Such statements are subject to significant risks and uncertainties.

     Important factors currently known by us that could cause our actual results
to differ materially from those in  forward-looking  statements,  and that could
negatively  affect our business and the prices of our securities,  include,  but
are not limited to, the  following:  (i) changes in national and local  economic
financial results and other conditions,  such as employment levels, availability
of mortgage financing,  interest rates, consumer confidence, and housing demand;
(ii) risks inherent in homebuilding activities, including delays in construction
schedules, cost overruns, availability of subcontractors,  changes in government
regulation,  increases in real estate taxes and other local fees;  (iii) changes
in costs or availability of land,  materials,  and labor;  (iv)  fluctuations in
real  estate  values;  (v) the  timing of home  closings  and land  sales;  (vi)
Meritage's  ability to continue to acquire additional land or options to acquire
additional  land on  acceptable  terms;  (vii)  a  relative  lack of  geographic
diversification  of our  operations,  especially  when real estate  analysts are
predicting that new home sales in certain markets may slow during or after 2002;
(viii) our inability to obtain  sufficient  capital on terms acceptable to us to
fund its planned capital and other  expenditures;  (ix) changes in local,  state
and  federal  rules  and  regulations  governing  real  estate  development  and
homebuilding  activities  and  environmental  matters,  including "no growth" or
"slow growth"  initiatives,  building permit allocation  ordinances and building
moratoriums; (x) expansion by us into new geographic or product markets in which
we have  little or no  operating  experience;  (xi) our  inability  to  identify
acquisition  candidates that will result in successful  combinations;  (xii) our
failure  to make  acquisitions  on terms  acceptable  to us, or to  successfully
integrate acquired operations,  into Meritage; (xiii) the loss of key employees,
including  Steven J. Hilton and John R.  Landon;  (xiv) our  exposure to natural
disasters;  (xv) our significant level of indebtedness and the diversion of cash
flow to make  debt  payments;  (xvi)  restrictions  on our  business  activities
imposed by the agreements  governing our indebtedness;  and (xvii) our inability
to repay our indebtedness.

     Forward-looking  statements  express  expectations  of future  events.  All
forward-looking statements are inherently uncertain as they are based on various
expectations  and assumptions  concerning  future events and they are subject to
numerous  known and unknown  risks and  uncertainties  which could cause  actual
events or  results  to differ  materially  from  those  projected.  Due to these
inherent  uncertainties,  the  investment  community is urged not to place undue
reliance on forward-looking statements. In addition, we undertake no obligations
to update or revise  forward-looking  statements to reflect changed assumptions,
the occurrence of anticipated or unanticipated  events or changes to projections
over time. As a result of these and other factors,  the prices of our securities
may fluctuate dramatically.