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 1993,  as  amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements in this Form 10-Q include  statements  concerning  the demand for and
the  pricing of our homes,  the  expectation  of  continued  positive  operating
results in the remainder of 2002 and beyond,  the expected  benefits of Hammonds
and other  acquisitions and our ability to continue positive  operating results.
Such statements are subject to significant risks and uncertainties.

     Important  factors  currently  known to management  that could cause actual
results to differ materially from those in forward-looking  statements, and that
could negatively affect the Company's business,  stock and bond prices, 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,  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
Meritage's operations,  especially when real estate analysts are predicting that
new home sales in certain  markets  may slow in the  forseeable  future;  (viii)
Meritage's  inability  to  obtain  sufficient  capital  on terms  acceptable  to
Meritage 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 Meritage into new geographic or product markets in
which  Meritage has little or no  operating  experience;  (xi) the  inability of
Meritage  to identify  acquisition  candidates  that will  result in  successful
combinations;  (xii) the  failure  of  Meritage  to make  acquisitions  on terms
acceptable to Meritage,  or to successfully  integrate acquired  operations into
Meritage;  (xiii) the loss of key employees of the Company,  including Steven J.
Hilton  and John R.  Landon;  (xiv)  Meritage's  level of  indebtedness  and the
diversion of cash flow to make debt payments;  (xv) restrictions on our business
activities imposed by the agreements  governing our indebtedness;  and (xvi) 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,  Meritage  undertakes no
obligations to update or revise  forward-looking  statements to reflect  changed
assumptions, the occurrence of anticipated events or changes to projections over
time.  As a result of these  and other  factors,  the  Company's  stock and bond
prices may fluctuate dramatically.