As filed with the Securities and Exchange Commission on May 20, 1998
                                                    Registration No. 33-
                                                                     -------
--------------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     --------------------------------

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                             M.D.C. HOLDINGS, INC.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Delaware                                       84-0622967
 (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)

       3600 South Yosemite Street, Suite 900, Denver, Colorado 80237
       ----------------------------------------------------------------
       (Address of Principal Executive Offices)              (Zip Code)

             M.D.C. HOLDINGS, INC. EMPLOYEE EQUITY INCENTIVE PLAN
                                       AND
              M.D.C. HOLDINGS, INC. DIRECTOR EQUITY INCENTIVE PLAN
              ----------------------------------------------------
                            (Full Title of the Plan)

                           Larry A. Mizel, President
                              M.D.C. Holdings, Inc.
                      3600 South Yosemite Street, Suite 900
                             Denver, Colorado 80237
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303)773-1100
                      -------------------------------------
         (Telephone number, including area code, of agent for service)

                                      Copy to:

                                Daniel S. Japha, Esq.
                            General Counsel - Corporate
                                M.D.C. Holdings, Inc.
                             3600 South Yosemite Street
                                      Suite 900
                                Denver, Colorado 80237

                              -------------------------

        The Exhibit Index may be found on Pages II-3 and II-4 of this
Registration Statement.

--------------------------------------------------------------------------------


                        -------------------------------
<PAGE>
<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------

                                            Proposed       Proposed
                                            Maximum        Maximum
Title of                   Amount           Offering       Aggregate      Amount of
Securities to              to be            Price Per      Offering       Registration
be Registered              Registered       Share          Price <F1>     Fee <F1>
-------------              ----------       ---------      ---------      -----------
<S>                        <C>              <C>            <C>            <C>

Common Stock               2,904,000        $5.6875        $16,516,500    $5,161.41
$0.01 par value<F2>        Shares

-----------------------------------------------------------------------------------------
Common Stock
$.01 par value<F3>            40,289         $7.375        $   297,131    $   90.04

-----------------------------------------------------------------------------------------

Common Stock
$.01 par value<F2>           350,000          $8.50        $ 2,975,000    $  877.63

-----------------------------------------------------------------------------------------

Common Stock
$.01 par value<F3>            21,475        $11.375        $   244,278    $   74.02

-----------------------------------------------------------------------------------------

Total                      3,315,764           XXX         $20,032,909    $6,203.10
Shares

-----------------------------------------------------------------------------------------

<F1>     Fees with respect to 2,904,000 of the shares were  previously  computed
         and paid on  Registration  Statement  33-54429  filed on Form S-8.  The
         $90.04 fee for 40,289 shares was computed and paid in  accordance  with
         Rule 457, using a per share price of $7.375 on  Registration  Statement
         333-22371  filed on Form S-8. An  additional  350,000  shares have been
         approved for issuance under the M.D.C.  Holdings,  Inc. Director Equity
         Incentive Plan (the "Director  Plan).  The fee for these 350,000 shares
         has been computed and is being paid in accordance  with Rule 457, using
         a per share price of $8.50 with respect to those shares. The $74.02 fee
         for 21,475  shares was  computed and is being paid in  accordance  with
         Rule 457,  using a per share  price of  $11.375  with  respect to those
         21,475 shares. In accordance with Rule 429, this Registration Statement
         combines  the  2,944,289  unsold  shares from  Registration  Statements
         33-54429 and 333-22371 with the present Registration Statement. 250,000
         Non-Statutory  Stock Options  registered under  Registration  Statement
         33-54429 have been canceled.

<F2>     Issuable upon  exercise of  Non-Statutory  Options  pursuant to the
         Director Plan.

<F3>     Issued  pursuant to the Employee Equity Incentive Plan in connection 
         with a portion of a special  bonus paid by the  Registrant in the form
         of shares of the Registrant's common stock.

</TABLE>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
<PAGE>
                          M.D.C. HOLDINGS, INC.

                       COMMON STOCK, $.01 PAR VALUE

                     1,255,680 Shares of Common Stock
                  Acquired Under the M.D.C. Holdings, Inc.
                   Employee Equity Incentive Plan and the
              M.D.C. Holdings, Inc. Director Equity Incentive Plan

         This Prospectus  relates to the resale by certain  employees,  officers
and directors (the "Selling Stockholders") of M.D.C. Holdings,  Inc., a Delaware
corporation (the "Company"),  of shares of the Company's Common Stock,  $.01 par
value (the "Shares").  The Shares have been or will be acquired  pursuant to the
Company's  Employee Equity Incentive Plan ("Employee  Plan") and Director Equity
Incentive Plan ("Director  Plan") including shares of restricted stock issued to
certain  employees of the Company pursuant to the Employee Plan as all or a part
of special  bonuses  authorized by the  Company's  Compensation  Committee.  The
Company will not receive any proceeds from the sale of the Shares by the Selling
Stockholders.

         The  Common  Stock of the  Company  is  traded  on the New  York  Stock
Exchange  ("NYSE") and the Pacific  Exchange  ("PCX")  where prices are reported
under the symbol "MDC."

         All expenses relating to the distribution of the shares are to be borne
by  the  Company,   other  than   commissions,   concessions  and  discounts  of
underwriters, dealers or agents of the Selling Stockholders.

         See "Risk  Factors" for a description  of certain risks involved in the
purchase of the Shares.
                                  ------------

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                  --------------

         The Selling Stockholders may sell the Shares from time to time on terms
to be  determined  at the time of sale  directly or through  agents,  dealers or
underwriters.  The aggregate proceeds to the Selling  Stockholders from the sale
of the Shares sold by them  pursuant  to this  Prospectus  will be the  purchase
price of such Shares less any commissions.  See "Plan of Distribution."  Each of
the Selling Stockholders  reserves the right to accept or to reject, in whole or
in part, any proposed purchase of its Shares.

                                        1
<PAGE>
         The Selling Stockholders, and any underwriters,  dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares, may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act") , and any commissions received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting  commissions or discounts  under the  Securities  Act. See "Plan of
Distribution"  for  indemnification  arrangements  between  the  Company and the
Selling Stockholders.

                                 ---------------

                   The date of this Prospectus is May 20, 1998



                                         2

<PAGE>
                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission")  a Registration  Statement on Form S-8 under the  Securities  Act,
with respect to the Shares offered by this Prospectus.  For the purposes hereof,
the term "Registration  Statement" means the original Registration Statement and
any and all  amendments  thereto.  This  Prospectus  does not contain all of the
information  set  forth in the  Registration  Statement  and the  schedules  and
exhibits thereto, to which reference hereby is made. Each statement made in this
Prospectus  concerning  a  document  filed  as an  exhibit  to the  Registration
Statement  is  qualified  in its  entirety by  reference  to such  exhibit for a
complete statement of its provisions.

         The Company is subject to the informational  reporting  requirements of
the  Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").
Accordingly,  the Company files reports,  proxy statements and other information
with the Commission. These items can be inspected, without charge, at the public
reference  facilities of the  Commission  at its  principal  office at Judiciary
Plaza,  450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549, and at its
regional office at 500 W. Madison Street,  Suite 1400,  Chicago,  Illinois 60661
and 7 World Trade Center,  13th Floor,  New York, New York 10007. Any interested
party may obtain copies of these  materials at prescribed  rates from the Public
Reference  Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549. In addition,  such
material  can be  inspected  at the offices of the New York Stock  Exchange,  20
Broad Street,  New York,  New York and the Pacific Stock  Exchange,  115 Sansome
Street, Suite 1104, San Francisco, California.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This  Prospectus  incorporates  by  reference  documents  that  are not
presented or delivered with this  Prospectus.  Copies of any of these documents,
including  exhibits to such documents,  are available upon request,  and without
charge,  from M.D.C.  Holdings,  Inc.,  3600 South Yosemite  Street,  Suite 900,
Denver, Colorado 80237,  Attention:  Daniel S. Japha, Esq. Secretary and General
Counsel-Corporate (telephone (303)773-1100).

         The following documents,  which have been filed by the Company with the
Commission,  are incorporated by reference in this Prospectus.  However, certain
portions of the documents are not deemed filed:

         (i)      Annual Report on Form 10-K for the fiscal year ended December
                  31, 1997;

         (ii)     Proxy Statement dated March 24, 1998 relating to the 1998 
                  Annual Meeting of Stockholders;

         (iii)    Quarterly Report on Form 10-Q for the quarterly  period  ended
                  March 31, 1998.

                                        3
<PAGE>
         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of the  offering  of  the  Shares  shall  be  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
respective  dates of filing of such documents,  excluding those portions of such
documents not deemed filed. Any statement  contained in a document  incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained  herein,  or in any  subsequently  filed  document  that also is or is
modified to be  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  modified or  superseded  statement  shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.

                               PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing  elsewhere,  or
incorporated by reference, in this Prospectus. References herein to "MDC" or the
"Company," unless otherwise indicated,  refer to M.D.C.  Holdings,  Inc. and its
subsidiaries.

                                   THE COMPANY

         MDC Holdings,  Inc.  ("MDC") is one of the largest  homebuilders in the
United  States,  building  homes under the name  "Richmond  American  Homes" and
providing  mortgage  financing,  primarily  for MDC's  homebuyers,  through  its
wholly-owned subsidiary, HomeAmerican Mortgage Corporation ("HomeAmerican"). MDC
is a major  regional  homebuilder  with a  significant  presence  in some of the
country's  best  housing  markets.  The  Company is the largest  homebuilder  in
metropolitan   Denver;   among  the  top  five  builders  in  Riverside  County,
California,  Northern Virginia,  suburban Maryland, Tucson and Colorado Springs;
among the top ten builders in Phoenix and Las Vegas;  and has a growing presence
in  Orange  Los  Angeles,  San  Bernardino,  Ventura  and  San  Diego  Counties,
California . The Company also builds homes in the San Francisco Bay area.

         Homes are built and sold by wholly owned  subsidiaries  of the Company.
The base prices for these homes range from  approximately  $75,000 to  $500,000,
although the Company builds homes with prices as high as $965,000. The Company's
average sales prices per home closed in 1997 and the first three months of 1998,
were $179,800 and $183,300, respectively.

         HomeAmerican is a full service  mortgage lender,  originating  mortgage
loans  primarily for MDC's home buyers and, to a lesser extent,  for others on a
"spot" basis through offices located in each of MDC's markets.  As the principal
originator of mortgage loans for MDC's home buyers,  HomeAmerican is an integral
part of the homebuilding operations.

     The  principal  executive  offices of the Company are located at 3600 South
Yosemite  Street,  Suite 900, Denver,  Colorado 80237.  The Company's  telephone
number is (303) 773-1100.

                                        4

<PAGE>

                                    THE OFFERING

Shares offered hereby .......Up to 1,255,680 shares of the Company's Common 
                             Stock, $.01 par value per share.

Trading .....................The Common Stock of the Company is traded on the 
                             NYSE and the PCX where prices are reported under
                             the symbol "MDC."

<TABLE>
<CAPTION>
                                               Summary Consolidated Financial Information
                                             (Dollars in thousands, except per share data)

                                                                                Year Ended December 31,
                                                           -------------------------------------------------------------------
                                 Three          Three
                                Months          Months
                                 Ended          Ended
                                3/31/98        3/31/97
                              (unaudited)    (unaudited)        1997         1996          1995          1994         1993
                              -----------    -----------        ----         ----          ----          ----         ----
<S>                           <C>            <C>             <C>          <C>           <C>           <C>           <C>

Income Statement Data:
Revenues. . . . . . . . .      $ 243,501      $ 193,819      $ 969,562    $ 922,595     $ 865,856     $ 817,245     $ 634,323

Income before
extraordinary item  . . .      $   7,928      $   3,586     $   24,205     $ 20,799      $ 17,250    $   19,255     $  10,056

Diluted earnings per share
before extraordinary
item . . . . . . . . . . .         $ .37          $ .18          $1.18        $ .98         $ .79         $ .87         $ .45

Diluted net income (loss)
per share  . . . . . . . .         $(.31)         $ .08          $1.08        $ .97         $ .79         $ .87         $1.16

</TABLE>

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                      -------------------------------------------------------------------------


                                       3-31-98
                                     (unaudited)         1997            1996           1995            1994            1993
                                     -----------         ----            ----           ----            ----            ----
<S>                                  <C>               <C>             <C>            <C>            <C>              <C>

Balance Sheet Data:
Total assets                           $674,552        $621,770        $617,303       $634,811        $664,571        $653,366
Total debt                             $291,385        $248,551        $253,346       $305,334        $348,280        $345,676
Stockholders' equity                   $224,354        $229,593        $213,847       $205,033        $192,295        $175,854


</TABLE>

                                      5

<PAGE>

                                  RISK FACTORS

         Before making an investment in the Shares offered  hereby,  in addition
to the other  information set forth in this  Prospectus,  prospective  investors
should consider carefully the following factors.

Leverage

         The home building industry is capital intensive. The Company finances a
substantial  portion  of  its  land  acquisition  and  residential  construction
activities by its subsidiaries incurring secured and unsecured indebtedness.  As
of March 31, 1998,  the Company's  total  indebtedness  was  approximately  $291
million and the Company's debt-to-equity ratio was approximately 1.3. Agreements
governing  certain   indebtedness   permit  the  Company  to  incur  significant
additional  indebtedness.  Although the Company  expects to generate  sufficient
cash flow from operations to meet its debt service obligations,  there can be no
assurance  that the Company will be able to do so. The ability of the Company to
meet its obligations will depend upon the future  performance of the Company and
will be subject to financial,  business and other factors affecting the business
and operations of the Company,  including general economic conditions.  See "The
Homebuilding Industry" and "Forward-Looking Statements" below.

The Homebuilding Industry

         The  homebuilding  industry is cyclical and affected  significantly  by
changes in economic  conditions,  the supply of homes,  changes in  governmental
regulation  (including  uncertainties  involving the entitlement  process in the
improvement of undeveloped land),  increases in real estate taxes,  energy costs
and costs of materials and labor,  the  availability  and cost of suitable land,
environmental factors, weather and the availability of financing at rates and on
terms acceptable to homebuilders and home buyers.

         In January  1998,  home  mortgage  interest  rates reached their lowest
levels in 25 years,  dropping  to an average  of 6.85% on a 30-year,  fixed-rate
mortgage. While current mortgage interest rates are low compared with historical
rates,  increases in mortgage interest rates, such as those occurring during the
second and third  quarters of 1996 when rates  generally  were above 8.0%,  have
affected  adversely  and may  continue to affect  adversely  in the future,  the
Company's homebuilding and mortgage lending operations.

         The Company is unable to predict the extent to which recent or future 
changes in home  mortgage  interest  rates will affect the  Company's  operating
activities and results of operations. See "Forward-Looking Statements" below.


                                      6
<PAGE>

Regulatory and Environmental Factors

         The Company is subject to continuing  compliance with various  federal,
state and local statutes,  ordinances,  rules and regulations,  including, among
others, zoning and land use ordinances, building, plumbing and electrical codes,
contractors'   licensing  laws  and  health  and  safety  regulations  and  laws
(including  but not  limited  to,  those of the  Occupational  Safety and Health
Administration).  Various  localities in which the Company operates have imposed
(or may impose in the future) fees on  developers  to fund,  among other things,
schools, road improvements and low and moderate income housing.

         From  time  to  time,  various  municipalities  in  which  the  Company
operates,  particularly in California and Nevada,  restrict or place moratoriums
on the availability of water and sewer taps. Additionally, certain jurisdictions
in which the Company  operates  (particularly  in  California)  have proposed or
enacted growth initiatives  restricting the number of building permits available
in any given year. Although no assurance can be given as to future conditions or
future  governmental  action,  in general,  the Company believes that it has, or
under existing  agreements and  regulations  ultimately can obtain,  an adequate
number of water and sewer taps and  building  permits for its  inventory of land
and land held for  development.  The  Company's  general  policy  is to  acquire
finished  building sites and land for  development  only in areas which have, or
will have upon completion of development,  available building permits, access to
utilities and other  municipal  service  facilities  necessary  for  anticipated
development  requirements.  Generally,  the zoning of land is  suitable  for its
intended use when acquired by the Company.

         The  homebuilding  operations  of the  Company  also  are  affected  by
environmental  considerations pertaining to, among other things, availability of
water, municipal sewage treatment capacity,  land use, hazardous waste disposal,
naturally  occurring  radioactive  materials,  building  materials,   population
density and  preservation of the natural  terrain and vegetation  (collectively,
"Environmental  Laws").  The  particular  Environmental  Laws that  apply to any
homebuilding   project   vary  greatly   according   to  the  site's   location,
environmental  conditions and present and former uses. These  Environmental Laws
may result in delays, may cause the Company to incur substantial  compliance and
other  costs and may  prohibit  or severely  restrict  homebuilding  activity in
certain environmentally-sensitive areas.

Competition

         The real estate industry is fragmented and highly competitive.  In each
of its markets,  the Company  competes with numerous home builders,  subdivision
developers and land development  companies (a number of which build nationwide).
Home builders not only compete for customers,  but also for, among other things,
land on which to build homes,  desirable  financing,  raw  materials and skilled
labor. In a number of its markets,  the Company competes with home builders that
are substantially  larger and have greater financial resources than the Company.
Competition  for home sales is based,  among  other  factors,  on price,  style,
financing  provided  to  prospective  purchasers,  location,  quality,  warranty
service and general reputation in the community.

                                       7

<PAGE>

         The mortgage industry is fragmented and highly competitive.  In each of
the areas in which it  originates  loans,  HomeAmerican  competes  with numerous
banks,  thrifts and mortgage bankers,  many of which are larger and have greater
financial  resources than  HomeAmerican.  Competition  is based,  on among other
factors, pricing, loan terms and underwriting criteria.

Sale of Financial Asset Management LLC

         On September 30, 1996 the Company sold its interest in Financial  Asset
Management LLC ("FAMC") a subsidiary of the Company that managed two real estate
investment trusts. The sales proceeds of $11,450,000 included $6,000,000 of cash
and $5,450,000 of subordinated convertible notes ("Notes"), which are payable at
specified  dates  during the next 10 years and are  convertible,  under  certain
circumstances,  into as much as a 47.6%  ownership  interest in FAMC.  A gain of
$5,450,000 attributable to the convertible notes was deferred at the time of the
sale.  The purchaser has paid the Company  $1,000,000 of the Notes  resulting in
the recognition of $1,000,000 of gain in the periods the payments were received.
The  balance  of the gain may be  recognized,  in  whole or in part,  in  future
periods  based  upon a number of  factors,  including  collection  of the notes'
principal and the expiration of the conversion features.

         Due to the sale of FAMC and  because the  Company  does not  anticipate
making additional mortgage-related investments, future operating profit from the
Company's asset management  operations will be immaterial.  See "Forward-Looking
Statements" below.

Affiliated Transactions

         The Company has entered  into  several  transactions  with  affiliates,
including  Larry A. Mizel,  the  Company's  Chairman of the Board of  Directors,
President  and Chief  Executive  Officer  and David D.  Mandarich,  a  Director,
Executive  Vice  President  - Real  Estate  and Chief  Operating  Officer of the
Company and Chairman of the Board and  President of Richmond  American  Homes of
Colorado,  Inc. Material  transactions  between the Company and its officers and
directors are subject to review by the Company's Board of Directors, including a
review of the fairness of the transaction.
In certain cases, the Board obtains an independent appraisal.

Tax Matters

         M.D.C. Holdings, Inc. and its wholly owned subsidiaries file a 
consolidated federal income tax return (an "MDC Consolidated Return").  Richmond
American Homes of Colorado,  Inc.,  (formerly  Richmond  Homes,  Inc. I) and its
wholly  owned  subsidiaries  filed a separate  consolidated  federal  income tax
return  (each  a  "Richmond  Homes  Consolidated  Return")  from  its  inception
(December 28, 1989) through  February 2, 1994, the date Richmond  American Homes
of Colorado, Inc. became a wholly owned subsidiary of MDC.

                                        8

<PAGE>

         MDC's  overall   effective   income  tax  rates  of  38.5%  and  38.7%,
respectively, for the first quarters of 1998 and 1997, differed from the federal
statutory rate of 35% primarily due to the impact of state income taxes.

         The IRS  currently is examining  the MDC  Consolidated  Returns for the
years 1991  through  1995 and the  Richmond  Homes  Consolidated  Return for the
period ended  February 2, 1994.  No audit reports have been issued by the IRS in
connection  with these  examinations.  In the  opinion of  management,  adequate
provision has been made for additional income taxes and interest,  if any, which
may result from these examinations;  however, it is reasonably possible that the
ultimate resolution could result in amounts which differ materially from amounts
provided.

                           DESCRIPTION OF COMMON STOCK

         The Company has authorized 100,000,000 shares of common stock, $.01 par
value ("Common Stock").

         At May 1, 1998 approximately 18,007,000 shares of the Common Stock were
issued and  outstanding.  Holders of shares of Common  Stock are entitled to one
vote  for  each  share  held  of  record  on  matters  submitted  to a  vote  of
stockholders.  Holders  of shares  of the  Common  Stock do not have  cumulative
voting rights in the election of directors to the Company's  Board of Directors,
which is  divided  into three  classes,  with  members  of each class  serving a
three-year term.

         A vote by the  holders  of a  majority  of shares of the  Common  Stock
present at a meeting at which a quorum is present is  necessary  to take action,
except for certain  extraordinary  matters  which  require  the  approval of the
holders of 80% of the outstanding  shares of voting stock. In addition,  certain
Business   Combinations,   (as   defined  in  the   Company's   Certificate   of
Incorporation,  as  amended  (the  "Certificate")  but  generally,  a merger  or
consolidation  of the Company with any holder  (directly or  indirectly) of more
than  10%  of the  outstanding  shares  of  voting  stock  of  the  Company  (an
"Interested  Stockholder")  or  certain  related  parties;  the  sale  or  other
disposition  by the  Company  of  any  assets  or  securities  to an  Interested
Stockholder involving assets or securities having a value of $15,000,000 or more
than  15% of the book  value of the  total  assets  or 15% of the  stockholders'
equity of the Company;  the adoption of any plan or proposal for the liquidation
or  dissolution  of the Company;  the adoption of any amendment to the Company's
Bylaws; or any reclassification of securities,  recapitalization,  merger with a
subsidiary or other transaction which has the effect of increasing an Interested
Stockholder's  proportionate  ownership  of the  capital  stock of the  Company)
involving  the Company and an  Interested  Stockholder,  must be approved by the
holders of 80% of the shares of outstanding  voting stock,  unless approved by a
majority  of  Continuing  Directors  (as defined in the  Certificate)  or unless
certain  minimum price and procedural  requirements  are met. In the case of any
Business  Combination  involving  payments  to  holders  of shares of the Common
Stock,  the fair  market  value per share of such  payments  would have to be at
least equal to the highest value  determined  under the following  alternatives:
(i) the highest  price per share of the Common Stock paid by or on behalf of the
Interested  Stockholder during the two years prior to the public announcement of
the proposed Business Combination (the "Announcement Date") or in the

                                       9
<PAGE>

transaction in which it became an Interested  Stockholder,  whichever is higher;
and (ii) the fair market value per share of the Common Stock on the Announcement
Date or on the date on which the  Interested  Stockholder  became an  Interested
Stockholder,  whichever  is  higher.  "Fair  market  value"  is  defined  in the
Certificate to mean, in the case of exchange-listed or NASDAQ-quoted  stock, the
highest  closing  price  or  closing  bid in the 30 days  preceding  the date in
question,  and,  in the  case of  other  property,  the  fair  market  value  as
determined by a majority of the Continuing Directors.

         Subject to the preferences applicable to any then outstanding shares of
preferred  stock of the Company,  holders of shares of Common Stock are entitled
to dividends  when and as declared by the Board of Directors of the Company from
funds legally available therefor and are entitled,  in the event of liquidation,
to share  ratably in all assets  remaining  after  payment of  liabilities.  The
shares of Common Stock are neither  redeemable nor convertible,  and the holders
thereof have no preemptive or subscription  rights to purchase any securities of
the  Company.  All issued and  outstanding  shares of Common  Stock are  validly
issued, fully paid and nonassessable.

                              SELLING STOCKHOLDERS

         The  1,255,680  shares  of  Common  Stock  shown in  column B below and
covered  by this  Prospectus  are  being  offered  by the  Selling  Stockholders
identified in the table below. Such shares have been, or may be acquired, by the
Selling  Stockholders  pursuant to (i) the exercise of options granted under the
Employee Plan or the Director  Plan  (collectively,  the  "Plans");  or (ii) the
grant of shares  pursuant to the Employee  Plan.  For further  information  with
respect  to the  Plans,  see the  Registration  Statement  of the  Company  (the
"Registration  Statement")  of which this  Prospectus  is a part.  The following
table sets forth  certain  information,  as of May 1, 1998,  with respect to the
Selling Stockholders and the shares of Common Stock offered hereby:

<TABLE>
<CAPTION>

                                     A                  B                   C                 D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after         Percent
position with the Company      offering <F1>       hereunder <F2>    this offering<F3>   of Class <F4>
-------------------------      ------------        -------------     ----------------    ------------
<S>                            <C>                 <C>               <C>                 <C>

Larry A. Mizel, Chairman of       4,664,772              283,333           4,381,439          25.5%
the Board of Directors,
President and
Chief Executive Officer <F5>

David D. Mandarich, Executive      1,762,531             458,333           1,304,198           9.5%
Vice President- Real Estate,
Chief Operating Officer and
a Director <F6>

Steven J. Borick, Director <F7>       75,000              75,000               -0-            *

Gilbert Goldstein, Director <F7>      50,000              50,000               -0-            *


                                          10

<PAGE>

                                    A                   B                   C                   D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after           Percent
position with the Company      offering <F1>       hereunder <F2>    this offering<F3>     of Class <F4>
-------------------------      ------------        -------------     ----------------      ------------
<S>                            <C>                 <C>               <C>                   <C>  

William B. Kemper, Director<F7>     100,000             100,000                -0-              *

Herbert T. Buchwald<F7><F8>          85,426              75,000               10,426            *

Michael Touff, Vice President        81,930              76,930                5,000            *
and General Counsel

Paris G.  Reece III, Senior Vice    108,388              68,518               39,870            *
President, Chief Financial
Officer and Principal Accounting
Officer

John J. Heaney, Vice President,      44,550               4,269               40,281            *
Treasurer and Assistant
Secretary

Brian A. Peterson, Vice President -   2,000               2,000                -0-              *
Division Finance

Daniel S. Japha, Secretary and       19,000              19,000                -0-              *
General Counsel-Corporate

Carol S. Raznick, General             4,708               4,708                -0-              *
Counsel - Real Estate

Arthur R. Lehl, Chief                10,000              10,000                -0-              *
Information Officer

Steven U. Parker, Vice                6,210               6,210                -0-              *
President - Accounting
and Administration

Steven J. Betts, Former               1,500               1,500                -0-              *
Vice President and Controller,
Richmond American Homes
of Colorado, Inc.



                                       11
<PAGE>
                                     A                  B                   C                   D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after           Percent
position with the Company      offering <F1>       hereunder<F2>     this offering<F3>     of Class <F4>
-------------------------      ------------        -------------     ----------------      ------------
<S>                            <C>                 <C>               <C>                   <C> 

Liesel Williams, Executive              879                 879                -0-              *
Vice President - Operations,
Richmond American Homes
 of Colorado, Inc.

Robert T. Shiota, President          20,000              20,000                -0-              *
(S. California Div.), Richmond
American Homes of California, Inc.
-------------------

*        Represents less than one percent of the outstanding shares of Common Stock.

<F1>     Includes  shares  of  Common  Stock  which  may be  purchased  upon the
         exercise of all  currently  exercisable  options and those  exercisable
         within 60 days of the date of this Prospectus.

<F2>     Assumes the exercise and sale of all options included in Column A.

<F3>     The difference between the amounts in Column A and Column B.

<F4>     Shares owned prior to the offering shown in Column A divided by the
         18,007,000 shares outstanding, plus options included in amounts in
         Column A.

<F5>     Includes 5,500 shares held by Mr.  Mizel's wife,  1,115 shares owned by
         Mr. Mizel's children and 405,314 shares of Common Stock with respect to
         which Mr. Mizel may be considered  the  "beneficial  owner," as defined
         under the Exchange Act,  because he is a beneficiary  of certain trusts
         which  own  all  of  the  outstanding  stock  of  CVentures,   Inc.,  a
         corporation  which controls the voting of these shares of Common Stock.
         Mr. Mizel is a director and officer of  CVentures,  Inc.  Also includes
         194,032  shares of Common Stock owned by certain trusts for the benefit
         of Mr. Mizel and certain  members of his immediate  family,  over which
         shares Mr. Mizel does not exercise  voting  control,  although he has a
         limited power of appointment allowing him to direct the trustee to gift
         all or a portion of such shares to any person  other than  himself or a
         creditor.  Mr.  Mizel  disclaims  beneficial  ownership  of the 194,032
         shares.

<F6>     David D. Mandarich was elected Executive Vice President-Real  Estate of
         the  Company in April 1993 and  appointed  a director of the Company in
         March 1994. Mr.  Mandarich was elected Chief  Operating  Officer of the
         Company on  September  30,  1996.  From April 1989 to April  1993,  Mr.
         Mandarich  served as a  consultant  to the Company.  Includes  indirect
         ownership of 4,000 shares held in the name of Mr. Mandarich's children.


                                          12
<PAGE>

<F7>     Includes  25,000  shares  issuable  upon  exercise of options that were
         granted and vested on  December  1, 1997 but that may not be  exercised
         until June 1, 1998.

<F8>     Includes 10,426 shares owned by a partnership in which Mr. Buchwald is
         a general partner.

</TABLE>

                              PLAN OF DISTRIBUTION

         The Company is unaware of any plan by any of the  Selling  Stockholders
to distribute or resell the shares of Common Stock offered  hereby.  The Company
believes  that those  shares may be  offered  for sale from time to time  either
directly by the Selling Stockholders or by their transferees.  Such sales may be
made on the New York  Stock  Exchange  or the  Pacific  Stock  Exchange,  in the
over-the-counter  market, or in privately negotiated  transactions.  Sales on an
exchange or  over-the-counter  may be by means of one or more of the  following:
(a) a block trade in which a broker or dealer will attempt to sell the shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction; (b) purchases by a dealer as principal and resale by
such dealer for its account pursuant to this Prospectus;  (c) distribution on an
exchange  in  accordance  with  the  rules  of the  exchange;  and (d)  ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales,  brokers or dealers engaged by the Selling  Stockholders may
arrange for other brokers or dealers to participate. In addition, any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.

         The Selling  Stockholders may pay commissions or allow discounts to any
brokers or dealers  participating  in the resale of the shares  offered  hereby,
which  commissions or discounts  will be at the customary  rates of such brokers
for similar transactions.  Those shares will be sold at market prices prevailing
at the time of sale or at negotiated  prices. As of the date of this Prospectus,
the Company is not aware of any agreements, arrangements or understandings which
have been entered into between any of the Selling Stockholders and any broker or
dealer  with  respect  to the sale of any of the  shares of  Common  Stock to be
offered hereby.  In effecting such sales,  each Selling  Stockholder and brokers
through whom such securities are sold may be deemed to be "underwriters" as that
term is defined in Section  2(11)of the Securities Act of 1933, as amended,  and
any discounts,  concessions  or  commissions  received by any such person may be
deemed to be underwriting discounts or commissions under the Act.

         Upon the  Company  being  notified  by a Selling  Stockholder  that any
material arrangement has been entered into with an underwriter, broker or dealer
for the sale of shares  through a  secondary  distribution  or a purchase  by an
underwriter,  broker or dealer,  a  supplemented  prospectus  will be filed,  if
required,  disclosing such of the following  information as the Company believes
appropriate:  (i)  the  name  of  each  such  Selling  Stockholder  and  of  the
participating underwriter, broker or dealer; (ii) the number of shares involved;
(iii) the price at which such shares  were sold;  (iv) the  commissions  paid or
discounts or concessions  allowed to such underwriter,  broker or dealer and (v)
other facts material to the transaction.

                                      13

<PAGE>


         The Company  does not believe that the Shares  offered will  materially
affect the Company's ability to raise additional capital.

                           FORWARD-LOOKING STATEMENTS

         Some of the statements in this  Prospectus,  as well as statements made
by the Company in periodic press releases, oral statements made by the Company's
officials to analysts and shareowners,  in the course of presentations about the
Company and conference calls following  quarterly earnings releases,  constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act  of  1995  (the  "Reform  Act").  Such   forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual  results,  performance or achievements of the Company to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the  forward-looking  statements.  Such factors include,
among other things, (i) general economic and business conditions;  (ii) interest
rate changes;  (iii)  competition;  (iv) the  availability  and cost of land and
other raw  materials  used by the Company in its  homebuilding  operations;  (v)
unanticipated  demographic  changes;  (vi)  shortages  of labor;  (vii)  weather
related slowdowns; (viii) slow growth initiatives;  (ix) building moratoria; (x)
governmental   regulations   including   interpretations   of  income   tax  and
environmental  laws; and (xi) other factors over which the Company has little or
no control.


                                  LEGAL MATTERS

         Certain matters with respect to the legality of the issuance of the 
Shares  offered  hereby  will be passed upon for the Company by Daniel S. Japha,
Esq., Denver, Colorado,  Secretary and General Counsel-Corporate of the Company.
Mr. Japha holds a total of 22,500 Shares and options to purchase Shares.



                                       14

<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

         The following  documents,  which have been filed by the Registrant with
the Securities and Exchange  Commission,  are hereby  incorporated  by reference
into this Registration Statement.

         (a)      Annual  Report on Form 10-K for the fiscal year ended  
                  December 31, 1997.

         (b)      Quarterly  Report on Form 10-Q for the quarterly period ended
                  March 31, 1998.

         (c)      Proxy Statement dated March 30, 1998 relating to the 
                  Registrant's 1998 Annual Meeting of Stockholders.


         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, except
those  portions  of such  documents  not  deemed  filed,  shall be  deemed to be
incorporated by reference into this  Registration  Statement and shall be a part
hereof from the date of such filing.

Item 4.           Description of Securities

         No  information  is  required  to be  furnished  hereunder  because the
Registrant's  common  stock is  registered  under  Section 12 of the  Securities
Exchange Act of 1934.

Item 5.           Interests of Named Experts and Counsel

         The opinion as to the legality of the securities being registered of
Daniel S. Japha,  Esq. who is employed full time by the  Registrant as Secretary
and  General  Counsel-Corporate  and  Secretary,  is filed as an exhibit to this
Registration Statement. Mr. Japha holds options to purchase 21,500 shares of the
Company's  common  stock at exercise  prices  ranging from $5.625 to $11.375 and
owns 1,000 shares of the Company's common stock.

Item 6.           Indemnification of Directors and Officers

         Article Eighth of the  Registrant's  Certificate of  Incorporation  and
Article VIII of the Registrant's bylaws provide for mandatory indemnification of
directors  and  officers  to the fullest  extent  permitted  by Delaware  law. A
summary of the  circumstances in which such  indemnification  is provided for is
contained  below, but that description is qualified in its entirety by reference
to

                                      II-1
<PAGE>

Article Eighth of the Registrant's Certificate of Incorporation, Article VIII of
the  Registrant's  ByLaws  and the  relevant  section  of the  Delaware  General
Corporation Law.

         Section  145 of the  Delaware  General  Corporation  Law,  in  general,
provides that a corporation  may  indemnify any director,  officer,  employee or
agent of a corporation against expenses (including attorneys' fees),  judgments,
fines and amounts  paid in  settlement,  actually and  reasonably  incurred in a
proceeding  (including  any civil,  criminal,  administrative  or  investigative
proceeding  other than an action by or in the right of the corporation) to which
the person was a party by reason of such status.  Such indemnity may be provided
if the person's  actions  resulting in the  liabilities:  (I) were taken in good
faith;  (ii) were  reasonably  believed  to have been in or not  opposed  to the
corporation's best interest;  and (iii) with respect to any criminal action, the
person had no  reasonable  cause to believe the actions  were  unlawful.  Unless
ordered  by a court,  indemnification  generally  may be  awarded  only  after a
determination  of  independent  members of the Board of Directors or a committee
thereof,  by independent  legal counsel or by vote of the stockholders  that the
applicable standard of conduct was met by the individual to be indemnified.

         Indemnification  in connection  with a proceeding by or in the right of
the corporation in which the director,  officer, employee or agent is successful
is permitted only with respect to expenses,  including  attorneys' fees actually
and reasonably  incurred in connection  with the defense.  In such actions,  the
person to be indemnified  must have acted in good faith, in a manner believed to
have been in or not opposed to the corporation's best interest and must not have
been adjudged liable to the  corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other  court shall deem  proper.  Indemnification  is  otherwise  prohibited  in
connection  with a  proceeding  brought  on  behalf  of the  corporation,  or in
connection  with  any  proceeding  charging  improper  personal  benefit  to the
director in which the  director  is  adjudged  liable for receipt of an improper
personal benefit.

         Section 145 further  provides  that to the extent a director,  officer,
employee or agent is wholly  successful on the merits or otherwise in defense of
any   proceeding   to  which  he  was  a  party,   he  is  entitled  to  receive
indemnification  against  expenses,  (including  attorneys'  fees)  actually and
reasonably incurred in connection with the proceeding.

         Delaware law  authorizes a corporation  to reimburse or pay  reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding,  in advance of a final  disposition of the matter.  Such advances of
expenses are  permitted if the person  furnishes  to the  corporation  a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the corporation.

         The statutory section cited above further specifies that any provisions
for indemnification or advances for expenses does not exclude other rights under
the  corporation's  Certificate  of  Incorporation,  Bylaws,  resolutions of its
stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee

                                      II-2
<PAGE>

or agent of the corporation and inure to the benefit of the heirs, executors and
administrators of such persons.

         The  statutory  provision  cited  above  also  grants  the  power  to a
corporation  to purchase  and  maintain  insurance  policies  which  protect any
director,  officers, employee or agent against any liability asserted against or
incurred  by them in such  capacity  arising  out of his  status  as such.  Such
policies may provide for  indemnification  whether or not the corporation  would
otherwise  have  the  power  to  provide  for  it.  No such  policies  providing
protection  against  liabilities  imposed  under the  securities  laws have been
obtained by the Registrant.

         The  Delaware  General  Corporation  Law  and  Article  Eighth  of  the
Registrant's  Certificate of Incorporation,  under certain circumstances provide
that the Registrant's  directors will not be personally liable to the Registrant
for  monetary   damages  for  breach  of  fiduciary   duty.  A  summary  of  the
circumstances in which such exoneration is provided is contained below, but that
description  is qualified in its entirety by reference to Article  Eighth of the
Registrant's  Certificate  of  Incorporation  and the  relevant  Sections of the
Delaware General Corporation Law.

         In general,  the Delaware  General  Corporation  Law provides  that any
director of a corporation  shall not be personally  liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a director,  except
for  liability  (I) for any  breach of the  director's  duty of  loyalty  to the
corporation to its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director  derived any personal  benefit.  If the Delaware General
Corporation Law is amended to further eliminate or limit the personal  liability
of  directors  after  adoption  by a  corporation  of this  provision,  then the
liability of a director of a  corporation  shall be eliminated or limited to the
fullest extent permitted by the amended Delaware General Corporation Law.

Item 7.           Exemption From Registration Claimed

         Not Applicable.

Item 8.           Exhibits

Exhibit No.                Description

    4.1                    M.D.C. Holdings, Inc. Employee Equity Incentive Plan
                           (incorporated herein by reference to Exhibit A of the
                           Company's Proxy Statement dated May 14, 1993 relating
                           to the 1993 Annual Meeting of Stockholders)*

    4.2                    M.D.C. Holdings, Inc. Director Equity Incentive Plan
                           (incorporated herein by reference to Exhibit B of the
                           Company's Proxy Statement dated May 14, 1993
                           relating to the 1993 Annual Meeting of Stockholders)*

                                      II-3

<PAGE>

    4.2(a)                 First  Amendment to M.D.C.  Holdings,  Inc.  Director
                           Equity   Incentive  Plan   (incorporated   herein  by
                           reference  to  Exhibit  A  of  the  Company's   Proxy
                           Statement  dated March 24, 1997  relating to the 1997
                           Annual Meeting of Stockholders)*

    4.3(a)                 Form of Employee Incentive Stock Option (incorporated
                           herein by reference to Exhibit 4.3(a) of the 
                           Company's Registration Statement on Form S-8,
                           Registration No. 33-54429)*

    4.3(b)                 Form of Employee Non-Statutory Option (incorporated
                           herein by (reference to Exhibit 4.3(b) of the 
                           Company's Registration Statement on Form S-8, 
                           Registration No. 33-54429)*

    4.3(c)                 Form of Director Non-Statutory Option (incorporated
                           herein by reference to Exhibit 4.3(c) of the 
                           Company's Registration Statement on Form S-8,
                           Registration No. 33-54429)*

    5                      Opinion of Daniel S. Japha, Esq. as to legality of 
                           securities being registered

    23.1                   Consent of Price Waterhouse LLP, Independent
                           Accountants

    23.2                   Consent of Daniel S. Japha, Esq. (filed as part of 
                           Exhibit 5 above)
-----------
* Incorporated herein by reference.

Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (i)    To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         registration   statement   to  include   any   material
                         information  with  respect to the plan of  distribution
                         not previously disclosed in the registration  statement
                         or any  material  change  to  such  information  in the
                         registration statement.

                  (ii)   That,  for the  purpose of  determining  any  liability
                         under   the   Securities   Act  of  1933,   each   such
                         post-effective  amendment  shall be  deemed to be a new
                         registration   statement  relating  to  the  securities
                         offered therein, and the offering of such securities at
                         that time shall be deemed to be the  initial  bona fide
                         offering thereof.

                  (iii)  To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.

                                      II-4

<PAGE>

         (b)      The undersigned Registrant hereby undertakes that, for 
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-5

<PAGE>

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Denver, State of Colorado, on May 20, 1998.
                                                             

                                       M.D.C. Holdings, Inc.


                                       By: /s/ Paris G. Reece III
                                           -----------------------------
                                           Paris G. Reece III,
                                           Senior Vice President, Chief
                                           Financial Officer and Principal
                                           Accounting Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  officers and/or
directors of M.D.C.  Holdings,  Inc.,  by virtue of their  signatures  appearing
below,  hereby  constitute  and appoint  Larry A. Mizel,  Paris G. Reece III and
Daniel  S.  Japha,  or any one of them,  with  full  power of  substitution,  as
attorney-in-fact  in their  names,  places  and  steads to  execute  any and all
amendments  to this  Registration  Statement on Form S-8 in the  capacities  set
forth  opposite  their names on the signature page thereof and hereby ratify all
that said attorney-in-fact may do by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signature                   Title                             Date
---------                   -----                             ----


/s/ Larry A. Mizel
----------------------      Chairman of the                   May 20, 1998
Larry A. Mizel              Board of Directors                    
                            President and Chief
                            Executive Officer
                            

/s/ David D. Mandarich
----------------------      Executive Vice                    May 20, 1998
David D. Mandarich          President - Real                      
                            Estate, Chief Operating
                            Officer and Director


                                      II-6

<PAGE>
/s/ Paris G. Reece III
----------------------       Senior Vice                      May 20, 1998
Paris G. Reece III           President and Chief                  
                             Financial Officer
                             (principal financial
                             and accounting officer

/s/ Steven J. Borick
----------------------       Director                         May 20, 1998
Steven J. Borick                                                  

/s/ Gilbert Goldstein
----------------------       Director                         May 20, 1998
Gilbert Goldstein                                                 

/s/ William B. Kemper
----------------------       Director                         May 20, 1998
William B. Kemper                                                 

/s/ Herbert T. Buchwald
----------------------       Director                         May 20, 1998
Herbert T. Buchwald                                               


                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 64171}]
{"company-data": {"conformed-name": "MDC HOLDINGS INC", "cik": "0000773141", "assigned-sic": "1531", "irs-number": "840622967", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53199", "film-number": "98629301"}, "business-address": {"street1": "3600 S YOSEMITE ST STE 900", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3037731100"}, "mail-address": {"street1": "3600 S YOSEMITE ST", "street2": "SUITE 900", "city": "DENVER", "state": "CO", "zip": "80237"}}
As filed with the Securities and Exchange Commission on May 20, 1998
                                                    Registration No. 33-
                                                                     -------
--------------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     --------------------------------

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                             M.D.C. HOLDINGS, INC.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Delaware                                       84-0622967
 (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)

       3600 South Yosemite Street, Suite 900, Denver, Colorado 80237
       ----------------------------------------------------------------
       (Address of Principal Executive Offices)              (Zip Code)

             M.D.C. HOLDINGS, INC. EMPLOYEE EQUITY INCENTIVE PLAN
                                       AND
              M.D.C. HOLDINGS, INC. DIRECTOR EQUITY INCENTIVE PLAN
              ----------------------------------------------------
                            (Full Title of the Plan)

                           Larry A. Mizel, President
                              M.D.C. Holdings, Inc.
                      3600 South Yosemite Street, Suite 900
                             Denver, Colorado 80237
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303)773-1100
                      -------------------------------------
         (Telephone number, including area code, of agent for service)

                                      Copy to:

                                Daniel S. Japha, Esq.
                            General Counsel - Corporate
                                M.D.C. Holdings, Inc.
                             3600 South Yosemite Street
                                      Suite 900
                                Denver, Colorado 80237

                              -------------------------

        The Exhibit Index may be found on Pages II-3 and II-4 of this
Registration Statement.

--------------------------------------------------------------------------------

                        -------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------

                                            Proposed       Proposed
                                            Maximum        Maximum
Title of                   Amount           Offering       Aggregate      Amount of
Securities to              to be            Price Per      Offering       Registration
be Registered              Registered       Share          Price
Fee
-------------              ----------       ---------      ---------      -----------
Common Stock               2,904,000        $5.6875        $16,516,500    $5,161.41
$0.01 par value
Shares

-----------------------------------------------------------------------------------------
Common Stock
$.01 par value
40,289         $7.375        $   297,131    $   90.04

-----------------------------------------------------------------------------------------

Common Stock
$.01 par value
350,000          $8.50        $ 2,975,000    $  877.63

-----------------------------------------------------------------------------------------

Common Stock
$.01 par value
21,475        $11.375        $   244,278    $   74.02

-----------------------------------------------------------------------------------------

Total                      3,315,764           XXX         $20,032,909    $6,203.10
Shares

-----------------------------------------------------------------------------------------
Fees with respect to 2,904,000 of the shares were  previously  computed
         and paid on  Registration  Statement  33-54429  filed on Form S-8.  The
         $90.04 fee for 40,289 shares was computed and paid in  accordance  with
         Rule 457, using a per share price of $7.375 on  Registration  Statement
         333-22371  filed on Form S-8. An  additional  350,000  shares have been
         approved for issuance under the M.D.C.  Holdings,  Inc. Director Equity
         Incentive Plan (the "Director  Plan).  The fee for these 350,000 shares
         has been computed and is being paid in accordance  with Rule 457, using
         a per share price of $8.50 with respect to those shares. The $74.02 fee
         for 21,475  shares was  computed and is being paid in  accordance  with
         Rule 457,  using a per share  price of  $11.375  with  respect to those
         21,475 shares. In accordance with Rule 429, this Registration Statement
         combines  the  2,944,289  unsold  shares from  Registration  Statements
         33-54429 and 333-22371 with the present Registration Statement. 250,000
         Non-Statutory  Stock Options  registered under  Registration  Statement
         33-54429 have been canceled.
Issuable upon  exercise of  Non-Statutory  Options  pursuant to the
         Director Plan.
Issued  pursuant to the Employee Equity Incentive Plan in connection 
         with a portion of a special  bonus paid by the  Registrant in the form
         of shares of the Registrant's common stock.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
M.D.C. HOLDINGS, INC.

                       COMMON STOCK, $.01 PAR VALUE

                     1,255,680 Shares of Common Stock
                  Acquired Under the M.D.C. Holdings, Inc.
                   Employee Equity Incentive Plan and the
              M.D.C. Holdings, Inc. Director Equity Incentive Plan

         This Prospectus  relates to the resale by certain  employees,  officers
and directors (the "Selling Stockholders") of M.D.C. Holdings,  Inc., a Delaware
corporation (the "Company"),  of shares of the Company's Common Stock,  $.01 par
value (the "Shares").  The Shares have been or will be acquired  pursuant to the
Company's  Employee Equity Incentive Plan ("Employee  Plan") and Director Equity
Incentive Plan ("Director  Plan") including shares of restricted stock issued to
certain  employees of the Company pursuant to the Employee Plan as all or a part
of special  bonuses  authorized by the  Company's  Compensation  Committee.  The
Company will not receive any proceeds from the sale of the Shares by the Selling
Stockholders.

         The  Common  Stock of the  Company  is  traded  on the New  York  Stock
Exchange  ("NYSE") and the Pacific  Exchange  ("PCX")  where prices are reported
under the symbol "MDC."

         All expenses relating to the distribution of the shares are to be borne
by  the  Company,   other  than   commissions,   concessions  and  discounts  of
underwriters, dealers or agents of the Selling Stockholders.

         See "Risk  Factors" for a description  of certain risks involved in the
purchase of the Shares.
                                  ------------

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                  --------------

         The Selling Stockholders may sell the Shares from time to time on terms
to be  determined  at the time of sale  directly or through  agents,  dealers or
underwriters.  The aggregate proceeds to the Selling  Stockholders from the sale
of the Shares sold by them  pursuant  to this  Prospectus  will be the  purchase
price of such Shares less any commissions.  See "Plan of Distribution."  Each of
the Selling Stockholders  reserves the right to accept or to reject, in whole or
in part, any proposed purchase of its Shares.

                                        1
The Selling Stockholders, and any underwriters,  dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares, may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act") , and any commissions received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting  commissions or discounts  under the  Securities  Act. See "Plan of
Distribution"  for  indemnification  arrangements  between  the  Company and the
Selling Stockholders.

                                 ---------------

                   The date of this Prospectus is May 20, 1998

                                         2
AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission")  a Registration  Statement on Form S-8 under the  Securities  Act,
with respect to the Shares offered by this Prospectus.  For the purposes hereof,
the term "Registration  Statement" means the original Registration Statement and
any and all  amendments  thereto.  This  Prospectus  does not contain all of the
information  set  forth in the  Registration  Statement  and the  schedules  and
exhibits thereto, to which reference hereby is made. Each statement made in this
Prospectus  concerning  a  document  filed  as an  exhibit  to the  Registration
Statement  is  qualified  in its  entirety by  reference  to such  exhibit for a
complete statement of its provisions.

         The Company is subject to the informational  reporting  requirements of
the  Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").
Accordingly,  the Company files reports,  proxy statements and other information
with the Commission. These items can be inspected, without charge, at the public
reference  facilities of the  Commission  at its  principal  office at Judiciary
Plaza,  450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549, and at its
regional office at 500 W. Madison Street,  Suite 1400,  Chicago,  Illinois 60661
and 7 World Trade Center,  13th Floor,  New York, New York 10007. Any interested
party may obtain copies of these  materials at prescribed  rates from the Public
Reference  Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549. In addition,  such
material  can be  inspected  at the offices of the New York Stock  Exchange,  20
Broad Street,  New York,  New York and the Pacific Stock  Exchange,  115 Sansome
Street, Suite 1104, San Francisco, California.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This  Prospectus  incorporates  by  reference  documents  that  are not
presented or delivered with this  Prospectus.  Copies of any of these documents,
including  exhibits to such documents,  are available upon request,  and without
charge,  from M.D.C.  Holdings,  Inc.,  3600 South Yosemite  Street,  Suite 900,
Denver, Colorado 80237,  Attention:  Daniel S. Japha, Esq. Secretary and General
Counsel-Corporate (telephone (303)773-1100).

         The following documents,  which have been filed by the Company with the
Commission,  are incorporated by reference in this Prospectus.  However, certain
portions of the documents are not deemed filed:

         (i)      Annual Report on Form 10-K for the fiscal year ended December
                  31, 1997;

         (ii)     Proxy Statement dated March 24, 1998 relating to the 1998 
                  Annual Meeting of Stockholders;

         (iii)    Quarterly Report on Form 10-Q for the quarterly  period  ended
                  March 31, 1998.

                                        3
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of the  offering  of  the  Shares  shall  be  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
respective  dates of filing of such documents,  excluding those portions of such
documents not deemed filed. Any statement  contained in a document  incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained  herein,  or in any  subsequently  filed  document  that also is or is
modified to be  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  modified or  superseded  statement  shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.

                               PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing  elsewhere,  or
incorporated by reference, in this Prospectus. References herein to "MDC" or the
"Company," unless otherwise indicated,  refer to M.D.C.  Holdings,  Inc. and its
subsidiaries.

                                   THE COMPANY

         MDC Holdings,  Inc.  ("MDC") is one of the largest  homebuilders in the
United  States,  building  homes under the name  "Richmond  American  Homes" and
providing  mortgage  financing,  primarily  for MDC's  homebuyers,  through  its
wholly-owned subsidiary, HomeAmerican Mortgage Corporation ("HomeAmerican"). MDC
is a major  regional  homebuilder  with a  significant  presence  in some of the
country's  best  housing  markets.  The  Company is the largest  homebuilder  in
metropolitan   Denver;   among  the  top  five  builders  in  Riverside  County,
California,  Northern Virginia,  suburban Maryland, Tucson and Colorado Springs;
among the top ten builders in Phoenix and Las Vegas;  and has a growing presence
in  Orange  Los  Angeles,  San  Bernardino,  Ventura  and  San  Diego  Counties,
California . The Company also builds homes in the San Francisco Bay area.

         Homes are built and sold by wholly owned  subsidiaries  of the Company.
The base prices for these homes range from  approximately  $75,000 to  $500,000,
although the Company builds homes with prices as high as $965,000. The Company's
average sales prices per home closed in 1997 and the first three months of 1998,
were $179,800 and $183,300, respectively.

         HomeAmerican is a full service  mortgage lender,  originating  mortgage
loans  primarily for MDC's home buyers and, to a lesser extent,  for others on a
"spot" basis through offices located in each of MDC's markets.  As the principal
originator of mortgage loans for MDC's home buyers,  HomeAmerican is an integral
part of the homebuilding operations.

     The  principal  executive  offices of the Company are located at 3600 South
Yosemite  Street,  Suite 900, Denver,  Colorado 80237.  The Company's  telephone
number is (303) 773-1100.

                                        4
THE OFFERING

Shares offered hereby .......Up to 1,255,680 shares of the Company's Common 
                             Stock, $.01 par value per share.

Trading .....................The Common Stock of the Company is traded on the 
                             NYSE and the PCX where prices are reported under
                             the symbol "MDC."
Summary Consolidated Financial Information
                                             (Dollars in thousands, except per share data)

                                                                                Year Ended December 31,
                                                           -------------------------------------------------------------------
                                 Three          Three
                                Months          Months
                                 Ended          Ended
                                3/31/98        3/31/97
                              (unaudited)    (unaudited)        1997         1996          1995          1994         1993
                              -----------    -----------        ----         ----          ----          ----         ----
Income Statement Data:
Revenues. . . . . . . . .      $ 243,501      $ 193,819      $ 969,562    $ 922,595     $ 865,856     $ 817,245     $ 634,323

Income before
extraordinary item  . . .      $   7,928      $   3,586     $   24,205     $ 20,799      $ 17,250    $   19,255     $  10,056

Diluted earnings per share
before extraordinary
item . . . . . . . . . . .         $ .37          $ .18          $1.18        $ .98         $ .79         $ .87         $ .45

Diluted net income (loss)
per share  . . . . . . . .         $(.31)         $ .08          $1.08        $ .97         $ .79         $ .87         $1.16
December 31,
                                                      -------------------------------------------------------------------------

                                       3-31-98
                                     (unaudited)         1997            1996           1995            1994            1993
                                     -----------         ----            ----           ----            ----            ----
Balance Sheet Data:
Total assets                           $674,552        $621,770        $617,303       $634,811        $664,571        $653,366
Total debt                             $291,385        $248,551        $253,346       $305,334        $348,280        $345,676
Stockholders' equity                   $224,354        $229,593        $213,847       $205,033        $192,295        $175,854
5
RISK FACTORS

         Before making an investment in the Shares offered  hereby,  in addition
to the other  information set forth in this  Prospectus,  prospective  investors
should consider carefully the following factors.

Leverage

         The home building industry is capital intensive. The Company finances a
substantial  portion  of  its  land  acquisition  and  residential  construction
activities by its subsidiaries incurring secured and unsecured indebtedness.  As
of March 31, 1998,  the Company's  total  indebtedness  was  approximately  $291
million and the Company's debt-to-equity ratio was approximately 1.3. Agreements
governing  certain   indebtedness   permit  the  Company  to  incur  significant
additional  indebtedness.  Although the Company  expects to generate  sufficient
cash flow from operations to meet its debt service obligations,  there can be no
assurance  that the Company will be able to do so. The ability of the Company to
meet its obligations will depend upon the future  performance of the Company and
will be subject to financial,  business and other factors affecting the business
and operations of the Company,  including general economic conditions.  See "The
Homebuilding Industry" and "Forward-Looking Statements" below.

The Homebuilding Industry

         The  homebuilding  industry is cyclical and affected  significantly  by
changes in economic  conditions,  the supply of homes,  changes in  governmental
regulation  (including  uncertainties  involving the entitlement  process in the
improvement of undeveloped land),  increases in real estate taxes,  energy costs
and costs of materials and labor,  the  availability  and cost of suitable land,
environmental factors, weather and the availability of financing at rates and on
terms acceptable to homebuilders and home buyers.

         In January  1998,  home  mortgage  interest  rates reached their lowest
levels in 25 years,  dropping  to an average  of 6.85% on a 30-year,  fixed-rate
mortgage. While current mortgage interest rates are low compared with historical
rates,  increases in mortgage interest rates, such as those occurring during the
second and third  quarters of 1996 when rates  generally  were above 8.0%,  have
affected  adversely  and may  continue to affect  adversely  in the future,  the
Company's homebuilding and mortgage lending operations.

         The Company is unable to predict the extent to which recent or future 
changes in home  mortgage  interest  rates will affect the  Company's  operating
activities and results of operations. See "Forward-Looking Statements" below.

                                      6
Regulatory and Environmental Factors

         The Company is subject to continuing  compliance with various  federal,
state and local statutes,  ordinances,  rules and regulations,  including, among
others, zoning and land use ordinances, building, plumbing and electrical codes,
contractors'   licensing  laws  and  health  and  safety  regulations  and  laws
(including  but not  limited  to,  those of the  Occupational  Safety and Health
Administration).  Various  localities in which the Company operates have imposed
(or may impose in the future) fees on  developers  to fund,  among other things,
schools, road improvements and low and moderate income housing.

         From  time  to  time,  various  municipalities  in  which  the  Company
operates,  particularly in California and Nevada,  restrict or place moratoriums
on the availability of water and sewer taps. Additionally, certain jurisdictions
in which the Company  operates  (particularly  in  California)  have proposed or
enacted growth initiatives  restricting the number of building permits available
in any given year. Although no assurance can be given as to future conditions or
future  governmental  action,  in general,  the Company believes that it has, or
under existing  agreements and  regulations  ultimately can obtain,  an adequate
number of water and sewer taps and  building  permits for its  inventory of land
and land held for  development.  The  Company's  general  policy  is to  acquire
finished  building sites and land for  development  only in areas which have, or
will have upon completion of development,  available building permits, access to
utilities and other  municipal  service  facilities  necessary  for  anticipated
development  requirements.  Generally,  the zoning of land is  suitable  for its
intended use when acquired by the Company.

         The  homebuilding  operations  of the  Company  also  are  affected  by
environmental  considerations pertaining to, among other things, availability of
water, municipal sewage treatment capacity,  land use, hazardous waste disposal,
naturally  occurring  radioactive  materials,  building  materials,   population
density and  preservation of the natural  terrain and vegetation  (collectively,
"Environmental  Laws").  The  particular  Environmental  Laws that  apply to any
homebuilding   project   vary  greatly   according   to  the  site's   location,
environmental  conditions and present and former uses. These  Environmental Laws
may result in delays, may cause the Company to incur substantial  compliance and
other  costs and may  prohibit  or severely  restrict  homebuilding  activity in
certain environmentally-sensitive areas.

Competition

         The real estate industry is fragmented and highly competitive.  In each
of its markets,  the Company  competes with numerous home builders,  subdivision
developers and land development  companies (a number of which build nationwide).
Home builders not only compete for customers,  but also for, among other things,
land on which to build homes,  desirable  financing,  raw  materials and skilled
labor. In a number of its markets,  the Company competes with home builders that
are substantially  larger and have greater financial resources than the Company.
Competition  for home sales is based,  among  other  factors,  on price,  style,
financing  provided  to  prospective  purchasers,  location,  quality,  warranty
service and general reputation in the community.

                                       7
The mortgage industry is fragmented and highly competitive.  In each of
the areas in which it  originates  loans,  HomeAmerican  competes  with numerous
banks,  thrifts and mortgage bankers,  many of which are larger and have greater
financial  resources than  HomeAmerican.  Competition  is based,  on among other
factors, pricing, loan terms and underwriting criteria.

Sale of Financial Asset Management LLC

         On September 30, 1996 the Company sold its interest in Financial  Asset
Management LLC ("FAMC") a subsidiary of the Company that managed two real estate
investment trusts. The sales proceeds of $11,450,000 included $6,000,000 of cash
and $5,450,000 of subordinated convertible notes ("Notes"), which are payable at
specified  dates  during the next 10 years and are  convertible,  under  certain
circumstances,  into as much as a 47.6%  ownership  interest in FAMC.  A gain of
$5,450,000 attributable to the convertible notes was deferred at the time of the
sale.  The purchaser has paid the Company  $1,000,000 of the Notes  resulting in
the recognition of $1,000,000 of gain in the periods the payments were received.
The  balance  of the gain may be  recognized,  in  whole or in part,  in  future
periods  based  upon a number of  factors,  including  collection  of the notes'
principal and the expiration of the conversion features.

         Due to the sale of FAMC and  because the  Company  does not  anticipate
making additional mortgage-related investments, future operating profit from the
Company's asset management  operations will be immaterial.  See "Forward-Looking
Statements" below.

Affiliated Transactions

         The Company has entered  into  several  transactions  with  affiliates,
including  Larry A. Mizel,  the  Company's  Chairman of the Board of  Directors,
President  and Chief  Executive  Officer  and David D.  Mandarich,  a  Director,
Executive  Vice  President  - Real  Estate  and Chief  Operating  Officer of the
Company and Chairman of the Board and  President of Richmond  American  Homes of
Colorado,  Inc. Material  transactions  between the Company and its officers and
directors are subject to review by the Company's Board of Directors, including a
review of the fairness of the transaction.
In certain cases, the Board obtains an independent appraisal.

Tax Matters

         M.D.C. Holdings, Inc. and its wholly owned subsidiaries file a 
consolidated federal income tax return (an "MDC Consolidated Return").  Richmond
American Homes of Colorado,  Inc.,  (formerly  Richmond  Homes,  Inc. I) and its
wholly  owned  subsidiaries  filed a separate  consolidated  federal  income tax
return  (each  a  "Richmond  Homes  Consolidated  Return")  from  its  inception
(December 28, 1989) through  February 2, 1994, the date Richmond  American Homes
of Colorado, Inc. became a wholly owned subsidiary of MDC.

                                        8
MDC's  overall   effective   income  tax  rates  of  38.5%  and  38.7%,
respectively, for the first quarters of 1998 and 1997, differed from the federal
statutory rate of 35% primarily due to the impact of state income taxes.

         The IRS  currently is examining  the MDC  Consolidated  Returns for the
years 1991  through  1995 and the  Richmond  Homes  Consolidated  Return for the
period ended  February 2, 1994.  No audit reports have been issued by the IRS in
connection  with these  examinations.  In the  opinion of  management,  adequate
provision has been made for additional income taxes and interest,  if any, which
may result from these examinations;  however, it is reasonably possible that the
ultimate resolution could result in amounts which differ materially from amounts
provided.

                           DESCRIPTION OF COMMON STOCK

         The Company has authorized 100,000,000 shares of common stock, $.01 par
value ("Common Stock").

         At May 1, 1998 approximately 18,007,000 shares of the Common Stock were
issued and  outstanding.  Holders of shares of Common  Stock are entitled to one
vote  for  each  share  held  of  record  on  matters  submitted  to a  vote  of
stockholders.  Holders  of shares  of the  Common  Stock do not have  cumulative
voting rights in the election of directors to the Company's  Board of Directors,
which is  divided  into three  classes,  with  members  of each class  serving a
three-year term.

         A vote by the  holders  of a  majority  of shares of the  Common  Stock
present at a meeting at which a quorum is present is  necessary  to take action,
except for certain  extraordinary  matters  which  require  the  approval of the
holders of 80% of the outstanding  shares of voting stock. In addition,  certain
Business   Combinations,   (as   defined  in  the   Company's   Certificate   of
Incorporation,  as  amended  (the  "Certificate")  but  generally,  a merger  or
consolidation  of the Company with any holder  (directly or  indirectly) of more
than  10%  of the  outstanding  shares  of  voting  stock  of  the  Company  (an
"Interested  Stockholder")  or  certain  related  parties;  the  sale  or  other
disposition  by the  Company  of  any  assets  or  securities  to an  Interested
Stockholder involving assets or securities having a value of $15,000,000 or more
than  15% of the book  value of the  total  assets  or 15% of the  stockholders'
equity of the Company;  the adoption of any plan or proposal for the liquidation
or  dissolution  of the Company;  the adoption of any amendment to the Company's
Bylaws; or any reclassification of securities,  recapitalization,  merger with a
subsidiary or other transaction which has the effect of increasing an Interested
Stockholder's  proportionate  ownership  of the  capital  stock of the  Company)
involving  the Company and an  Interested  Stockholder,  must be approved by the
holders of 80% of the shares of outstanding  voting stock,  unless approved by a
majority  of  Continuing  Directors  (as defined in the  Certificate)  or unless
certain  minimum price and procedural  requirements  are met. In the case of any
Business  Combination  involving  payments  to  holders  of shares of the Common
Stock,  the fair  market  value per share of such  payments  would have to be at
least equal to the highest value  determined  under the following  alternatives:
(i) the highest  price per share of the Common Stock paid by or on behalf of the
Interested  Stockholder during the two years prior to the public announcement of
the proposed Business Combination (the "Announcement Date") or in the

                                       9
transaction in which it became an Interested  Stockholder,  whichever is higher;
and (ii) the fair market value per share of the Common Stock on the Announcement
Date or on the date on which the  Interested  Stockholder  became an  Interested
Stockholder,  whichever  is  higher.  "Fair  market  value"  is  defined  in the
Certificate to mean, in the case of exchange-listed or NASDAQ-quoted  stock, the
highest  closing  price  or  closing  bid in the 30 days  preceding  the date in
question,  and,  in the  case of  other  property,  the  fair  market  value  as
determined by a majority of the Continuing Directors.

         Subject to the preferences applicable to any then outstanding shares of
preferred  stock of the Company,  holders of shares of Common Stock are entitled
to dividends  when and as declared by the Board of Directors of the Company from
funds legally available therefor and are entitled,  in the event of liquidation,
to share  ratably in all assets  remaining  after  payment of  liabilities.  The
shares of Common Stock are neither  redeemable nor convertible,  and the holders
thereof have no preemptive or subscription  rights to purchase any securities of
the  Company.  All issued and  outstanding  shares of Common  Stock are  validly
issued, fully paid and nonassessable.

                              SELLING STOCKHOLDERS

         The  1,255,680  shares  of  Common  Stock  shown in  column B below and
covered  by this  Prospectus  are  being  offered  by the  Selling  Stockholders
identified in the table below. Such shares have been, or may be acquired, by the
Selling  Stockholders  pursuant to (i) the exercise of options granted under the
Employee Plan or the Director  Plan  (collectively,  the  "Plans");  or (ii) the
grant of shares  pursuant to the Employee  Plan.  For further  information  with
respect  to the  Plans,  see the  Registration  Statement  of the  Company  (the
"Registration  Statement")  of which this  Prospectus  is a part.  The following
table sets forth  certain  information,  as of May 1, 1998,  with respect to the
Selling Stockholders and the shares of Common Stock offered hereby:
A                  B                   C                 D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after         Percent
position with the Company      offering
hereunder
this offering
of Class
-------------------------      ------------        -------------     ----------------    ------------
Larry A. Mizel, Chairman of       4,664,772              283,333           4,381,439          25.5%
the Board of Directors,
President and
Chief Executive Officer
David D. Mandarich, Executive      1,762,531             458,333           1,304,198           9.5%
Vice President- Real Estate,
Chief Operating Officer and
a Director
Steven J. Borick, Director
75,000              75,000               -0-            *

Gilbert Goldstein, Director
50,000              50,000               -0-            *

                                          10
A                   B                   C                   D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after           Percent
position with the Company      offering
hereunder
this offering
of Class
-------------------------      ------------        -------------     ----------------      ------------
William B. Kemper, Director
100,000             100,000                -0-              *

Herbert T. Buchwald
85,426              75,000               10,426            *

Michael Touff, Vice President        81,930              76,930                5,000            *
and General Counsel

Paris G.  Reece III, Senior Vice    108,388              68,518               39,870            *
President, Chief Financial
Officer and Principal Accounting
Officer

John J. Heaney, Vice President,      44,550               4,269               40,281            *
Treasurer and Assistant
Secretary

Brian A. Peterson, Vice President -   2,000               2,000                -0-              *
Division Finance

Daniel S. Japha, Secretary and       19,000              19,000                -0-              *
General Counsel-Corporate

Carol S. Raznick, General             4,708               4,708                -0-              *
Counsel - Real Estate

Arthur R. Lehl, Chief                10,000              10,000                -0-              *
Information Officer

Steven U. Parker, Vice                6,210               6,210                -0-              *
President - Accounting
and Administration

Steven J. Betts, Former               1,500               1,500                -0-              *
Vice President and Controller,
Richmond American Homes
of Colorado, Inc.

                                       11
A                  B                   C                   D
                               Shares owned        Amount to         To be
Name and                       prior to this       be offered        owned after           Percent
position with the Company      offering
hereunder
this offering
of Class
-------------------------      ------------        -------------     ----------------      ------------
Liesel Williams, Executive              879                 879                -0-              *
Vice President - Operations,
Richmond American Homes
 of Colorado, Inc.

Robert T. Shiota, President          20,000              20,000                -0-              *
(S. California Div.), Richmond
American Homes of California, Inc.
-------------------

*        Represents less than one percent of the outstanding shares of Common Stock.
Includes  shares  of  Common  Stock  which  may be  purchased  upon the
         exercise of all  currently  exercisable  options and those  exercisable
         within 60 days of the date of this Prospectus.
Assumes the exercise and sale of all options included in Column A.
The difference between the amounts in Column A and Column B.
Shares owned prior to the offering shown in Column A divided by the
         18,007,000 shares outstanding, plus options included in amounts in
         Column A.
Includes 5,500 shares held by Mr.  Mizel's wife,  1,115 shares owned by
         Mr. Mizel's children and 405,314 shares of Common Stock with respect to
         which Mr. Mizel may be considered  the  "beneficial  owner," as defined
         under the Exchange Act,  because he is a beneficiary  of certain trusts
         which  own  all  of  the  outstanding  stock  of  CVentures,   Inc.,  a
         corporation  which controls the voting of these shares of Common Stock.
         Mr. Mizel is a director and officer of  CVentures,  Inc.  Also includes
         194,032  shares of Common Stock owned by certain trusts for the benefit
         of Mr. Mizel and certain  members of his immediate  family,  over which
         shares Mr. Mizel does not exercise  voting  control,  although he has a
         limited power of appointment allowing him to direct the trustee to gift
         all or a portion of such shares to any person  other than  himself or a
         creditor.  Mr.  Mizel  disclaims  beneficial  ownership  of the 194,032
         shares.
David D. Mandarich was elected Executive Vice President-Real  Estate of
         the  Company in April 1993 and  appointed  a director of the Company in
         March 1994. Mr.  Mandarich was elected Chief  Operating  Officer of the
         Company on  September  30,  1996.  From April 1989 to April  1993,  Mr.
         Mandarich  served as a  consultant  to the Company.  Includes  indirect
         ownership of 4,000 shares held in the name of Mr. Mandarich's children.

                                          12
Includes  25,000  shares  issuable  upon  exercise of options that were
         granted and vested on  December  1, 1997 but that may not be  exercised
         until June 1, 1998.
Includes 10,426 shares owned by a partnership in which Mr. Buchwald is
         a general partner.
PLAN OF DISTRIBUTION

         The Company is unaware of any plan by any of the  Selling  Stockholders
to distribute or resell the shares of Common Stock offered  hereby.  The Company
believes  that those  shares may be  offered  for sale from time to time  either
directly by the Selling Stockholders or by their transferees.  Such sales may be
made on the New York  Stock  Exchange  or the  Pacific  Stock  Exchange,  in the
over-the-counter  market, or in privately negotiated  transactions.  Sales on an
exchange or  over-the-counter  may be by means of one or more of the  following:
(a) a block trade in which a broker or dealer will attempt to sell the shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction; (b) purchases by a dealer as principal and resale by
such dealer for its account pursuant to this Prospectus;  (c) distribution on an
exchange  in  accordance  with  the  rules  of the  exchange;  and (d)  ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales,  brokers or dealers engaged by the Selling  Stockholders may
arrange for other brokers or dealers to participate. In addition, any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.

         The Selling  Stockholders may pay commissions or allow discounts to any
brokers or dealers  participating  in the resale of the shares  offered  hereby,
which  commissions or discounts  will be at the customary  rates of such brokers
for similar transactions.  Those shares will be sold at market prices prevailing
at the time of sale or at negotiated  prices. As of the date of this Prospectus,
the Company is not aware of any agreements, arrangements or understandings which
have been entered into between any of the Selling Stockholders and any broker or
dealer  with  respect  to the sale of any of the  shares of  Common  Stock to be
offered hereby.  In effecting such sales,  each Selling  Stockholder and brokers
through whom such securities are sold may be deemed to be "underwriters" as that
term is defined in Section  2(11)of the Securities Act of 1933, as amended,  and
any discounts,  concessions  or  commissions  received by any such person may be
deemed to be underwriting discounts or commissions under the Act.

         Upon the  Company  being  notified  by a Selling  Stockholder  that any
material arrangement has been entered into with an underwriter, broker or dealer
for the sale of shares  through a  secondary  distribution  or a purchase  by an
underwriter,  broker or dealer,  a  supplemented  prospectus  will be filed,  if
required,  disclosing such of the following  information as the Company believes
appropriate:  (i)  the  name  of  each  such  Selling  Stockholder  and  of  the
participating underwriter, broker or dealer; (ii) the number of shares involved;
(iii) the price at which such shares  were sold;  (iv) the  commissions  paid or
discounts or concessions  allowed to such underwriter,  broker or dealer and (v)
other facts material to the transaction.

                                      13
The Company  does not believe that the Shares  offered will  materially
affect the Company's ability to raise additional capital.

                           FORWARD-LOOKING STATEMENTS

         Some of the statements in this  Prospectus,  as well as statements made
by the Company in periodic press releases, oral statements made by the Company's
officials to analysts and shareowners,  in the course of presentations about the
Company and conference calls following  quarterly earnings releases,  constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act  of  1995  (the  "Reform  Act").  Such   forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual  results,  performance or achievements of the Company to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the  forward-looking  statements.  Such factors include,
among other things, (i) general economic and business conditions;  (ii) interest
rate changes;  (iii)  competition;  (iv) the  availability  and cost of land and
other raw  materials  used by the Company in its  homebuilding  operations;  (v)
unanticipated  demographic  changes;  (vi)  shortages  of labor;  (vii)  weather
related slowdowns; (viii) slow growth initiatives;  (ix) building moratoria; (x)
governmental   regulations   including   interpretations   of  income   tax  and
environmental  laws; and (xi) other factors over which the Company has little or
no control.

                                  LEGAL MATTERS

         Certain matters with respect to the legality of the issuance of the 
Shares  offered  hereby  will be passed upon for the Company by Daniel S. Japha,
Esq., Denver, Colorado,  Secretary and General Counsel-Corporate of the Company.
Mr. Japha holds a total of 22,500 Shares and options to purchase Shares.

                                       14
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

         The following  documents,  which have been filed by the Registrant with
the Securities and Exchange  Commission,  are hereby  incorporated  by reference
into this Registration Statement.

         (a)      Annual  Report on Form 10-K for the fiscal year ended  
                  December 31, 1997.

         (b)      Quarterly  Report on Form 10-Q for the quarterly period ended
                  March 31, 1998.

         (c)      Proxy Statement dated March 30, 1998 relating to the 
                  Registrant's 1998 Annual Meeting of Stockholders.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, except
those  portions  of such  documents  not  deemed  filed,  shall be  deemed to be
incorporated by reference into this  Registration  Statement and shall be a part
hereof from the date of such filing.

Item 4.           Description of Securities

         No  information  is  required  to be  furnished  hereunder  because the
Registrant's  common  stock is  registered  under  Section 12 of the  Securities
Exchange Act of 1934.

Item 5.           Interests of Named Experts and Counsel

         The opinion as to the legality of the securities being registered of
Daniel S. Japha,  Esq. who is employed full time by the  Registrant as Secretary
and  General  Counsel-Corporate  and  Secretary,  is filed as an exhibit to this
Registration Statement. Mr. Japha holds options to purchase 21,500 shares of the
Company's  common  stock at exercise  prices  ranging from $5.625 to $11.375 and
owns 1,000 shares of the Company's common stock.

Item 6.           Indemnification of Directors and Officers

         Article Eighth of the  Registrant's  Certificate of  Incorporation  and
Article VIII of the Registrant's bylaws provide for mandatory indemnification of
directors  and  officers  to the fullest  extent  permitted  by Delaware  law. A
summary of the  circumstances in which such  indemnification  is provided for is
contained  below, but that description is qualified in its entirety by reference
to

                                      II-1
Article Eighth of the Registrant's Certificate of Incorporation, Article VIII of
the  Registrant's  ByLaws  and the  relevant  section  of the  Delaware  General
Corporation Law.

         Section  145 of the  Delaware  General  Corporation  Law,  in  general,
provides that a corporation  may  indemnify any director,  officer,  employee or
agent of a corporation against expenses (including attorneys' fees),  judgments,
fines and amounts  paid in  settlement,  actually and  reasonably  incurred in a
proceeding  (including  any civil,  criminal,  administrative  or  investigative
proceeding  other than an action by or in the right of the corporation) to which
the person was a party by reason of such status.  Such indemnity may be provided
if the person's  actions  resulting in the  liabilities:  (I) were taken in good
faith;  (ii) were  reasonably  believed  to have been in or not  opposed  to the
corporation's best interest;  and (iii) with respect to any criminal action, the
person had no  reasonable  cause to believe the actions  were  unlawful.  Unless
ordered  by a court,  indemnification  generally  may be  awarded  only  after a
determination  of  independent  members of the Board of Directors or a committee
thereof,  by independent  legal counsel or by vote of the stockholders  that the
applicable standard of conduct was met by the individual to be indemnified.

         Indemnification  in connection  with a proceeding by or in the right of
the corporation in which the director,  officer, employee or agent is successful
is permitted only with respect to expenses,  including  attorneys' fees actually
and reasonably  incurred in connection  with the defense.  In such actions,  the
person to be indemnified  must have acted in good faith, in a manner believed to
have been in or not opposed to the corporation's best interest and must not have
been adjudged liable to the  corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other  court shall deem  proper.  Indemnification  is  otherwise  prohibited  in
connection  with a  proceeding  brought  on  behalf  of the  corporation,  or in
connection  with  any  proceeding  charging  improper  personal  benefit  to the
director in which the  director  is  adjudged  liable for receipt of an improper
personal benefit.

         Section 145 further  provides  that to the extent a director,  officer,
employee or agent is wholly  successful on the merits or otherwise in defense of
any   proceeding   to  which  he  was  a  party,   he  is  entitled  to  receive
indemnification  against  expenses,  (including  attorneys'  fees)  actually and
reasonably incurred in connection with the proceeding.

         Delaware law  authorizes a corporation  to reimburse or pay  reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding,  in advance of a final  disposition of the matter.  Such advances of
expenses are  permitted if the person  furnishes  to the  corporation  a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the corporation.

         The statutory section cited above further specifies that any provisions
for indemnification or advances for expenses does not exclude other rights under
the  corporation's  Certificate  of  Incorporation,  Bylaws,  resolutions of its
stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee

                                      II-2
or agent of the corporation and inure to the benefit of the heirs, executors and
administrators of such persons.

         The  statutory  provision  cited  above  also  grants  the  power  to a
corporation  to purchase  and  maintain  insurance  policies  which  protect any
director,  officers, employee or agent against any liability asserted against or
incurred  by them in such  capacity  arising  out of his  status  as such.  Such
policies may provide for  indemnification  whether or not the corporation  would
otherwise  have  the  power  to  provide  for  it.  No such  policies  providing
protection  against  liabilities  imposed  under the  securities  laws have been
obtained by the Registrant.

         The  Delaware  General  Corporation  Law  and  Article  Eighth  of  the
Registrant's  Certificate of Incorporation,  under certain circumstances provide
that the Registrant's  directors will not be personally liable to the Registrant
for  monetary   damages  for  breach  of  fiduciary   duty.  A  summary  of  the
circumstances in which such exoneration is provided is contained below, but that
description  is qualified in its entirety by reference to Article  Eighth of the
Registrant's  Certificate  of  Incorporation  and the  relevant  Sections of the
Delaware General Corporation Law.

         In general,  the Delaware  General  Corporation  Law provides  that any
director of a corporation  shall not be personally  liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a director,  except
for  liability  (I) for any  breach of the  director's  duty of  loyalty  to the
corporation to its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director  derived any personal  benefit.  If the Delaware General
Corporation Law is amended to further eliminate or limit the personal  liability
of  directors  after  adoption  by a  corporation  of this  provision,  then the
liability of a director of a  corporation  shall be eliminated or limited to the
fullest extent permitted by the amended Delaware General Corporation Law.

Item 7.           Exemption From Registration Claimed

         Not Applicable.

Item 8.           Exhibits

Exhibit No.                Description

    4.1                    M.D.C. Holdings, Inc. Employee Equity Incentive Plan
                           (incorporated herein by reference to Exhibit A of the
                           Company's Proxy Statement dated May 14, 1993 relating
                           to the 1993 Annual Meeting of Stockholders)*

    4.2                    M.D.C. Holdings, Inc. Director Equity Incentive Plan
                           (incorporated herein by reference to Exhibit B of the
                           Company's Proxy Statement dated May 14, 1993
                           relating to the 1993 Annual Meeting of Stockholders)*

                                      II-3
4.2(a)                 First  Amendment to M.D.C.  Holdings,  Inc.  Director
                           Equity   Incentive  Plan   (incorporated   herein  by
                           reference  to  Exhibit  A  of  the  Company's   Proxy
                           Statement  dated March 24, 1997  relating to the 1997
                           Annual Meeting of Stockholders)*

    4.3(a)                 Form of Employee Incentive Stock Option (incorporated
                           herein by reference to Exhibit 4.3(a) of the 
                           Company's Registration Statement on Form S-8,
                           Registration No. 33-54429)*

    4.3(b)                 Form of Employee Non-Statutory Option (incorporated
                           herein by (reference to Exhibit 4.3(b) of the 
                           Company's Registration Statement on Form S-8, 
                           Registration No. 33-54429)*

    4.3(c)                 Form of Director Non-Statutory Option (incorporated
                           herein by reference to Exhibit 4.3(c) of the 
                           Company's Registration Statement on Form S-8,
                           Registration No. 33-54429)*

    5                      Opinion of Daniel S. Japha, Esq. as to legality of 
                           securities being registered

    23.1                   Consent of Price Waterhouse LLP, Independent
                           Accountants

    23.2                   Consent of Daniel S. Japha, Esq. (filed as part of 
                           Exhibit 5 above)
-----------
* Incorporated herein by reference.

Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (i)    To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         registration   statement   to  include   any   material
                         information  with  respect to the plan of  distribution
                         not previously disclosed in the registration  statement
                         or any  material  change  to  such  information  in the
                         registration statement.

                  (ii)   That,  for the  purpose of  determining  any  liability
                         under   the   Securities   Act  of  1933,   each   such
                         post-effective  amendment  shall be  deemed to be a new
                         registration   statement  relating  to  the  securities
                         offered therein, and the offering of such securities at
                         that time shall be deemed to be the  initial  bona fide
                         offering thereof.

                  (iii)  To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.

                                      II-4
(b)      The undersigned Registrant hereby undertakes that, for 
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Denver, State of Colorado, on May 20, 1998.
                                                             

                                       M.D.C. Holdings, Inc.

                                       By: /s/ Paris G. Reece III
                                           -----------------------------
                                           Paris G. Reece III,
                                           Senior Vice President, Chief
                                           Financial Officer and Principal
                                           Accounting Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  officers and/or
directors of M.D.C.  Holdings,  Inc.,  by virtue of their  signatures  appearing
below,  hereby  constitute  and appoint  Larry A. Mizel,  Paris G. Reece III and
Daniel  S.  Japha,  or any one of them,  with  full  power of  substitution,  as
attorney-in-fact  in their  names,  places  and  steads to  execute  any and all
amendments  to this  Registration  Statement on Form S-8 in the  capacities  set
forth  opposite  their names on the signature page thereof and hereby ratify all
that said attorney-in-fact may do by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                   Title                             Date
---------                   -----                             ----

/s/ Larry A. Mizel
----------------------      Chairman of the                   May 20, 1998
Larry A. Mizel              Board of Directors                    
                            President and Chief
                            Executive Officer
                            

/s/ David D. Mandarich
----------------------      Executive Vice                    May 20, 1998
David D. Mandarich          President - Real                      
                            Estate, Chief Operating
                            Officer and Director

                                      II-6
/s/ Paris G. Reece III
----------------------       Senior Vice                      May 20, 1998
Paris G. Reece III           President and Chief                  
                             Financial Officer
                             (principal financial
                             and accounting officer

/s/ Steven J. Borick
----------------------       Director                         May 20, 1998
Steven J. Borick                                                  

/s/ Gilbert Goldstein
----------------------       Director                         May 20, 1998
Gilbert Goldstein                                                 

/s/ William B. Kemper
----------------------       Director                         May 20, 1998
William B. Kemper                                                 

/s/ Herbert T. Buchwald
----------------------       Director                         May 20, 1998
Herbert T. Buchwald                                               

                                      II-7