As filed with the Securities and Exchange Commission on February 26, 1997
                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       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  Page  25  of  the sequentially
                   numbered  copy  of  this  Registration Statement.

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

<PAGE>



-------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       Proposed       Proposed
                                       Maximum        Maximum
Title of              Amount           Offering       Aggregate       Amount of
Securities to         to be            Price Per      Offering        Registration
be Registered         Registered       Share <F1>     Price <F1>      Fee
<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

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

Total                  2,944,289         XXX          $16,813,631     $5,251.45<F1>
                        Shares
---------------------------------------------------------------------------

<F1>     Fees with respect to 3,154,000 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 are computed and paid in  accordance  with
         Rule 457,  using a per  share  price of $7.375  with  respect  to those
         40,289 shares. In accordance with Rule 429 this Registration  Statement
         combines  the  3,154,000  unsold  shares  from  Registration  Statement
         33-54429 with the present Registration Statement. 250,000 Non-Statutory
         Stock Options registered under Registration Statement 33-54429 have
         been cancelled.

<F2>     Issuable  upon exercise of Incentive  Stock  Options and  Non-Statutory
         Options  pursuant to the Company's  Employee Equity Incentive Plan (the
         "Employee Plan")and Director Equity Incentive Plan.

<F3>     Issued pursuant to the Employee Plan in connection with a special bonus
         paid by the Registrant.  All or any portion of the bonus may be paid in
         shares of the Registrant's common stock.

</TABLE>

===============================================================================

<PAGE>


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

                         COMMON STOCK, $.01 PAR VALUE

                       1,526,780 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 a special  bonus  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  Stock  Exchange  ("PSE")  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.

         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

                                        1
<PAGE>

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 February 25, 1997


                                        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  hereby.  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 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, 1996;

                  (ii)     Proxy Statement dated March 29, 1996 relating to the
                           1996 Annual Meeting of Stockholders.

         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

                                        3
<PAGE>

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 is a  major  regional  homebuilder  and is one of the  ten  largest
homebuilders  in the  United  States.  The  Company  operates  in two  segments:
homebuilding and financial services. In its homebuilding segment, MDC is engaged
in the construction and sale of residential  housing in (i) metropolitan  Denver
and Colorado  Springs,  Colorado;  (ii) northern  Virginia and suburban Maryland
(the "Mid-Atlantic");  (iii) Northern and Southern California;  (iv) Phoenix and
Tucson,  Arizona;  and (v) Las Vegas,  Nevada.  The financial  services  segment
consists of  HomeAmerican  Mortgage  Corporation  (a wholly owned  subsidiary of
M.D.C.  Holdings,  Inc.,  ("HomeAmerican")  HomeAmerican provides mortgage loans
primarily to the Company's home buyers and, to a lesser  extent,  to others (the
mortgage  lending  operations)  and until  September 30, 1996,  Financial  Asset
Management  LLC (an  indirect 80% owned  subsidiary  of M.D.C.  Holdings,  Inc.,
"FAMC") FAMC managed,  by contract,  the operations of two publicly  traded real
estate investment trusts ("REITs").

     The Company is a Delaware corporation  originally  incorporated in Colorado
in 1972.  The  principal  executive  offices of the  Company are located at 3600
South Yosemite  Street,  Suite 900,  Denver,  Colorado 80237,  and its telephone
number is (303) 773-1100.

                                   RISK FACTORS

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

                                   THE OFFERING


Shares offered hereby ..............  Up to 1,526,780 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 PSE where prices
                                      are reported under the symbol "MDC."

                                       4
<PAGE>


                   Summary Consolidated Financial Information
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                       -------------------------------------------------------------------------
                                          1996           1995              1994           1993           1992
                                          ----           ----              ----           ----           ----
<S>                                    <C>             <C>               <C>            <C>            <C>              
Income Statement Data:
Revenues. . . . . . . . . .            $ 922,595       $ 865,856         $ 817,245      $ 634,323      $ 480,177

Income (loss) before
extraordinary item  . . . .               20,799          17,250            19,255         10,056          4,765

Income (loss) before
extraordinary item  . . . .                $1.09            $.86              $.94           $.45           $.22

</TABLE>

<TABLE>
<CAPTION>
                                                                  December 31,
                                       -----------------------------------------------------------------
                                           1996          1995         1994           1993         1992
                                           ----          ----         ----           ----         ----
<S>                                     <C>           <C>          <C>            <C>          <C> 
Balance Sheet Data:

Total assets........................   $  617,303    $  664,571   $  653,366     $  602,597   $  614,527
Total debt..........................      253,346       305,334      348,280        345,676      325,835
Stockholders' equity................      213,847       205,033      192,295        175,854      164,182

</TABLE>


                                  RISK FACTORS

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

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
a result,  the  Company  is highly  leveraged.  As of  December  31,  1996,  the
Company's total  indebtedness was  approximately  $253 million and the Company's
debt-to-equity  ratio was approximately 1.18. In addition,  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.

                                      5

<PAGE>

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 October  1993,  home  mortgage  interest  rates reached their lowest
levels in 25 years,  dropping  to an average  of 6.7% on a  30-year,  fixed-rate
mortgage.  From October 1993 to December  1994,  home  mortgage  interest  rates
increased to a high of 9.25%.  During this period of rising interest rates,  the
Company  experienced a general  weakening in demand for new homes in most of its
markets, which adversely affected the Company's (i) home sales in the last three
quarters  of 1994 and the first  quarter of 1995;  and (ii) Home  Gross  Margins
throughout most of 1995. From December 1994 through February 1996, home mortgage
interest rates  generally  declined to a low of 6.9% which,  among other things,
led to improved home sales in the last three quarters of 1995 and the first four
months of 1996,  compared with the same periods in 1994 and 1995. Since February
1996,  home  mortgage  interest  rates  generally  increased  to a high of 8.4%,
although rates recently have declined to 7.6%. 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.

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 in the future  impose) 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


                                       6

<PAGE>

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,  the
availability  of  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 given
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,
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.

         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,  among  other
factors, on pricing, loan terms and underwriting criteria.

Sale of Financial Asset Management LLC

         On  September  30,  1996  the  Company  sold  its  interest  in  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, 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 has been deferred and 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.


                                       7
<PAGE>

         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 the Selling  Stockholders,  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
Homes.  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., a wholly owned  subsidiary of the Company and
its wholly owned subsidiaries  ("Richmond Homes") 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 Homes
became a wholly owned subsidiary of MDC.

         The IRS has completed its examination of the MDC  Consolidated  Returns
for the years 1986 through 1990 and has  proposed  adjustments  that would shift
the  recognition of certain items of income and expense from one year to another
("Timing  Adjustments").  To the  extent  taxable  income  in a  prior  year  is
increased by proposed  Timing  Adjustments,  taxable  income may be reduced by a
corresponding  amount  in other  years;  however,  the  Company  would  incur an
interest  charge  as a result  of such  adjustment.  The  Company  currently  is
protesting many of these proposed  adjustments  through the IRS appeals process.
In the  opinion  of  management,  adequate  provision  has  been  made  for  any
additional  income  taxes  and  interest  which  may  result  from the  proposed
adjustments;  however,  it is reasonably  possible that the ultimate  resolution
could result in amounts which differ  materially  in the near-term  from amounts
provided. See "Forward-Looking Statements" below.

                           DESCRIPTION OF COMMON STOCK

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

         At December  31,  1996  approximately  18,083,000  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


                                        8
<PAGE>

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
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.


                                        9
<PAGE>

                              SELLING STOCKHOLDERS

         The  1,526,780  shares of Common Stock 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  Company's  Employee  Equity
Incentive Plan (the "Employee Plan") or the Company's  Director Equity Incentive
Plan  (the  "Director  Plan");  the  Employee  Plan  and the  Director  Plan are
sometimes hereafter  collectively  referred to as 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  February  10,  1997,  with  respect to the Selling
Stockholders and the shares of Common Stock offered hereby:
<TABLE>
<CAPTION>

                                       Shares owned        Amount to         To be owned
   Name and position                   prior to this       be offered        after this         Percent
   with the Company                    offering <F1>       hereunder         offering <F5>   Shares of Class
   -----------------                   -------------       ----------        ------------    ---------------
<S>                                    <C>                 <C>               <C>             <C>
Larry A. Mizel, Chairman of              4,631,439          425,000          4,206,439           22.7%
the Board of Directors
and Chief Executive Officer <F2>

David D. Mandarich, Executive            1,756,198          425,000           1,331,198           7.2%
Vice President- Real Estate,
Chief Operating Officer and
a Director <F3>

Steven J. Borick, Director <F6>            150,000          150,000                -0-              *

Gilbert Goldstein, Director <F6>           200,151          150,000              50,151             *

William B. Kemper, Director <F6>           100,000          100,000                -0-              *

Herbert T. Buchwald <F4> <F6>               85,526           75,000              10,526             *

Michael Touff, Vice President               75,339           50,000              25,339             *
and General Counsel

Paris G.  Reece III, Senior Vice           105,170           50,000              45,000             *
President, Chief Financial
Officer and Principal Accounting
Officer

</TABLE>

                                      10
<PAGE>

<TABLE>
<CAPTION>

                                       Shares owned        Amount to           To be owned
    Name and position                  prior to this       be offered          after this           Percent
    with the Company                   offering <F1>       hereunder           offering <F5>   Shares of Class
    -----------------                  -------------       ----------          ------------    ---------------
<S>                                    <C>                 <C>                 <C>             <C>  
John J. Heaney, Vice President,              3,390            3,390                 -0-             *
Treasurer and Assistant
Secretary

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

Daniel S. Japha, General                    21,000           21,000                 -0-             *
Counsel-Corporate

Carol S. Raznick, General                    3,390            3,390                 -0-             *
Counsel - Real Estate

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

Steven U. Parker, Vice                         -0-           15,000                 -0-             *
President - Accounting
and Administration

Steven J. Betts, Vice                        2,000            2,000                 -0-             *
President and Controller
Richmond Homes, Inc. I

Robert T. Shiota                            20,000           20,000                 -0-             *
Vice President/Division
Manager (Southern California Div.)
Richmond American Homes of
California, Inc.

Thomas J. Pellerito                         25,000           25,000                 -0-             *
President Richmond American
Homes of Maryland, Inc. and
Richmond American Homes of
Virginia, Inc.
-----------------

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

                                         11
<PAGE>

<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,  as well as in the case
         of each of Messrs.  Mizel and  Mandarich,  250,000  shares  that may be
         acquired  pursuant  to  options  that  have  vested  but  that  are not
         exercisable until May 17, 1997.

<F2>     Includes 5,500 shares held by Mr.  Mizel's wife,  1,115 shares owned by
         Mr.  Mizel's  minor  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,
         members of his family or a creditor.  Mr.  Mizel  disclaims  beneficial
         ownership of the 194,032 shares.

<F3>     David D.  Mandarich  was elected as  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 minor children.

<F4>     Includes 10,526 shares owned by a partnership in which Mr. Buchwald is
         a general partner.

<F5>     Assumes the sale of all shares offered hereby.

<F6>     Includes 25,000  shares issuable upon exercise of options that were
         granted and vested on December 1, 1996 but that may not be exercised 
         until June 1, 1997.

</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, Incorporated,
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


                                       12
<PAGE>

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.

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

                                     13

<PAGE>

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.


                                     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, 1996.

                  (b)      Proxy   Statement  dated  March  29,  1996  relating
                           to  the  1996  Annual  Meeting  of  Stockholders.

                  (c)      The description of the Registrant's  $.01 par value
                           common stock is contained in the Form 8-A dated 
                           July 22, 1986.

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 General
Counsel-Corporate,  is filed as an exhibit to this Registration  Statement.  Mr.
Japha holds options to purchase  20,000 shares of the Company's  common stock at
an exercise price of $5.625 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  By-Laws 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


                                     II-2
<PAGE>


indemnification  provisions  continue  for  a  person  who  has  ceased  to be a
director, officer, employee 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>



     4.3(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)*

     4.4                   Forms of Promissory  Note and Pledge  Agreement dated
                           December 9, 1996 between  M.D.C.  Holdings,  Inc. and
                           Michael  Touff and  Paris G.  Reece  III  related  to
                           amounts  advanced to such persons in connection  with
                           income  taxes  due  on  the  portion  of  their  1996
                           performance bonuses paid in the form of shares of the
                           Company's  Common  Stock   (incorporated   herein  by
                           reference to Exhibit  10.19 of the  Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996)*

    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.

                                       II-4
<PAGE>


                  (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.

         (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.

         (h)  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 February 24, 1997.

                                         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,  Michael Touff and Paris G.
Reece  III,  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 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           February 24, 1997
------------------------            Board of Directors
Larry A. Mizel                      President and Chief
By Power of Attorney                Executive Officer
                                           

/s/ David D. Mandarich              Executive Vice            February 24, 1997
------------------------            President - Real
David D. Mandarich                  Estate, Chief Operating
By Power of Attorney                Officer and Director


                                     II-6
<PAGE>
                                           
/s/ Paris G. Reece III              Senior Vice               February 24, 1997
------------------------            President and Chief
Paris G. Reece III                  Financial Officer
                                    (principal financial
                                    and accounting officer)


/s/ Steven J. Borick                Director                  February 24, 1997
------------------------       
Steven J. Borick
By Power of Attorney


/s/ Gilbert Goldstein               Director                  February 24, 1997
------------------------
Gilbert Goldstein
By Power of Attorney


/s/ William B. Kemper               Director                  February 24, 1997
------------------------
William B. Kemper
By Power of Attorney


/s/ Herbert T. Buchwald             Director                  February 24, 1997
------------------------
Herbert T. Buchwald
By Power of Attorney



                                      II-7
<PAGE>

As filed with the Securities and Exchange Commission on February 25, 1997
-------------------------------------------------------------------------------





                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.






                                    EXHIBITS

                                       TO

                                    FORM S-8




                                 Filed with the

                             Registration Statement

                                       of

                              M.D.C. HOLDINGS, INC.






<PAGE>


                                  EXHIBIT INDEX
                                  -------------

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)*

     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)*

     4.4        Forms  of   Promissory   Note   and   Pledge Agreement  dated
                December  9, 1996  between M.D.C. Holdings,  Inc. and Michael
                Touff and Paris  G.  Reece  III   related  to  amounts
                advanced to such persons in connection  with income  taxes  due
                on the  portion  of their 1996 performance bonuses paid in the
                form of shares  of  the   Company's   Common   Stock
                (incorporated herein by reference to Exhibit 10.19 of the 
                Company's Annual Report on Form 10-K for the year ended 
                December 31, 1996)*

     5          Opinion of Daniel S. Japha, Esq. as to the 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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 65362}]
{"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": "333-22371", "film-number": "97543846"}, "business-address": {"street1": "3600 S YOSEMITE ST STE 900", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3037731100"}, "mail-address": {"street1": "3600 S YOSEMITE STREET", "street2": "SUITE 900", "city": "DENVER", "state": "CO", "zip": "80237"}}
As filed with the Securities and Exchange Commission on February 26, 1997
                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       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  Page  25  of  the sequentially
                   numbered  copy  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

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

Total                  2,944,289         XXX          $16,813,631     $5,251.45
Shares
---------------------------------------------------------------------------
Fees with respect to 3,154,000 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 are computed and paid in  accordance  with
         Rule 457,  using a per  share  price of $7.375  with  respect  to those
         40,289 shares. In accordance with Rule 429 this Registration  Statement
         combines  the  3,154,000  unsold  shares  from  Registration  Statement
         33-54429 with the present Registration Statement. 250,000 Non-Statutory
         Stock Options registered under Registration Statement 33-54429 have
         been cancelled.
Issuable  upon exercise of Incentive  Stock  Options and  Non-Statutory
         Options  pursuant to the Company's  Employee Equity Incentive Plan (the
         "Employee Plan")and Director Equity Incentive Plan.
Issued pursuant to the Employee Plan in connection with a special bonus
         paid by the Registrant.  All or any portion of the bonus may be paid in
         shares of the Registrant's common stock.
===============================================================================
REOFFER PROSPECTUS
------------------
                             M.D.C. HOLDINGS, INC.

                         COMMON STOCK, $.01 PAR VALUE

                       1,526,780 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 a special  bonus  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  Stock  Exchange  ("PSE")  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.

         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

                                        1
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 February 25, 1997

                                        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  hereby.  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 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, 1996;

                  (ii)     Proxy Statement dated March 29, 1996 relating to the
                           1996 Annual Meeting of Stockholders.

         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

                                        3
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 is a  major  regional  homebuilder  and is one of the  ten  largest
homebuilders  in the  United  States.  The  Company  operates  in two  segments:
homebuilding and financial services. In its homebuilding segment, MDC is engaged
in the construction and sale of residential  housing in (i) metropolitan  Denver
and Colorado  Springs,  Colorado;  (ii) northern  Virginia and suburban Maryland
(the "Mid-Atlantic");  (iii) Northern and Southern California;  (iv) Phoenix and
Tucson,  Arizona;  and (v) Las Vegas,  Nevada.  The financial  services  segment
consists of  HomeAmerican  Mortgage  Corporation  (a wholly owned  subsidiary of
M.D.C.  Holdings,  Inc.,  ("HomeAmerican")  HomeAmerican provides mortgage loans
primarily to the Company's home buyers and, to a lesser  extent,  to others (the
mortgage  lending  operations)  and until  September 30, 1996,  Financial  Asset
Management  LLC (an  indirect 80% owned  subsidiary  of M.D.C.  Holdings,  Inc.,
"FAMC") FAMC managed,  by contract,  the operations of two publicly  traded real
estate investment trusts ("REITs").

     The Company is a Delaware corporation  originally  incorporated in Colorado
in 1972.  The  principal  executive  offices of the  Company are located at 3600
South Yosemite  Street,  Suite 900,  Denver,  Colorado 80237,  and its telephone
number is (303) 773-1100.

                                   RISK FACTORS

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

                                   THE OFFERING

Shares offered hereby ..............  Up to 1,526,780 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 PSE where prices
                                      are reported under the symbol "MDC."

                                       4
Summary Consolidated Financial Information
                  (Dollars in thousands, except per share data)
Year Ended December 31,
                                       -------------------------------------------------------------------------
                                          1996           1995              1994           1993           1992
                                          ----           ----              ----           ----           ----
Income Statement Data:
Revenues. . . . . . . . . .            $ 922,595       $ 865,856         $ 817,245      $ 634,323      $ 480,177

Income (loss) before
extraordinary item  . . . .               20,799          17,250            19,255         10,056          4,765

Income (loss) before
extraordinary item  . . . .                $1.09            $.86              $.94           $.45           $.22
December 31,
                                       -----------------------------------------------------------------
                                           1996          1995         1994           1993         1992
                                           ----          ----         ----           ----         ----
Balance Sheet Data:

Total assets........................   $  617,303    $  664,571   $  653,366     $  602,597   $  614,527
Total debt..........................      253,346       305,334      348,280        345,676      325,835
Stockholders' equity................      213,847       205,033      192,295        175,854      164,182
RISK FACTORS

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

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
a result,  the  Company  is highly  leveraged.  As of  December  31,  1996,  the
Company's total  indebtedness was  approximately  $253 million and the Company's
debt-to-equity  ratio was approximately 1.18. In addition,  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.

                                      5
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 October  1993,  home  mortgage  interest  rates reached their lowest
levels in 25 years,  dropping  to an average  of 6.7% on a  30-year,  fixed-rate
mortgage.  From October 1993 to December  1994,  home  mortgage  interest  rates
increased to a high of 9.25%.  During this period of rising interest rates,  the
Company  experienced a general  weakening in demand for new homes in most of its
markets, which adversely affected the Company's (i) home sales in the last three
quarters  of 1994 and the first  quarter of 1995;  and (ii) Home  Gross  Margins
throughout most of 1995. From December 1994 through February 1996, home mortgage
interest rates  generally  declined to a low of 6.9% which,  among other things,
led to improved home sales in the last three quarters of 1995 and the first four
months of 1996,  compared with the same periods in 1994 and 1995. Since February
1996,  home  mortgage  interest  rates  generally  increased  to a high of 8.4%,
although rates recently have declined to 7.6%. 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.

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 in the future  impose) 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

                                       6
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,  the
availability  of  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 given
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,
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.

         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,  among  other
factors, on pricing, loan terms and underwriting criteria.

Sale of Financial Asset Management LLC

         On  September  30,  1996  the  Company  sold  its  interest  in  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, 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 has been deferred and 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.

                                       7
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 the Selling  Stockholders,  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
Homes.  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., a wholly owned  subsidiary of the Company and
its wholly owned subsidiaries  ("Richmond Homes") 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 Homes
became a wholly owned subsidiary of MDC.

         The IRS has completed its examination of the MDC  Consolidated  Returns
for the years 1986 through 1990 and has  proposed  adjustments  that would shift
the  recognition of certain items of income and expense from one year to another
("Timing  Adjustments").  To the  extent  taxable  income  in a  prior  year  is
increased by proposed  Timing  Adjustments,  taxable  income may be reduced by a
corresponding  amount  in other  years;  however,  the  Company  would  incur an
interest  charge  as a result  of such  adjustment.  The  Company  currently  is
protesting many of these proposed  adjustments  through the IRS appeals process.
In the  opinion  of  management,  adequate  provision  has  been  made  for  any
additional  income  taxes  and  interest  which  may  result  from the  proposed
adjustments;  however,  it is reasonably  possible that the ultimate  resolution
could result in amounts which differ  materially  in the near-term  from amounts
provided. See "Forward-Looking Statements" below.

                           DESCRIPTION OF COMMON STOCK

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

         At December  31,  1996  approximately  18,083,000  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

                                        8
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
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.

                                        9
SELLING STOCKHOLDERS

         The  1,526,780  shares of Common Stock 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  Company's  Employee  Equity
Incentive Plan (the "Employee Plan") or the Company's  Director Equity Incentive
Plan  (the  "Director  Plan");  the  Employee  Plan  and the  Director  Plan are
sometimes hereafter  collectively  referred to as 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  February  10,  1997,  with  respect to the Selling
Stockholders and the shares of Common Stock offered hereby:
Shares owned        Amount to         To be owned
   Name and position                   prior to this       be offered        after this         Percent
   with the Company                    offering
hereunder         offering
Shares of Class
   -----------------                   -------------       ----------        ------------    ---------------
Larry A. Mizel, Chairman of              4,631,439          425,000          4,206,439           22.7%
the Board of Directors
and Chief Executive Officer
David D. Mandarich, Executive            1,756,198          425,000           1,331,198           7.2%
Vice President- Real Estate,
Chief Operating Officer and
a Director
Steven J. Borick, Director
150,000          150,000                -0-              *

Gilbert Goldstein, Director
200,151          150,000              50,151             *

William B. Kemper, Director
100,000          100,000                -0-              *

Herbert T. Buchwald
85,526           75,000              10,526             *

Michael Touff, Vice President               75,339           50,000              25,339             *
and General Counsel

Paris G.  Reece III, Senior Vice           105,170           50,000              45,000             *
President, Chief Financial
Officer and Principal Accounting
Officer
10
Shares owned        Amount to           To be owned
    Name and position                  prior to this       be offered          after this           Percent
    with the Company                   offering
hereunder           offering
Shares of Class
    -----------------                  -------------       ----------          ------------    ---------------
John J. Heaney, Vice President,              3,390            3,390                 -0-             *
Treasurer and Assistant
Secretary

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

Daniel S. Japha, General                    21,000           21,000                 -0-             *
Counsel-Corporate

Carol S. Raznick, General                    3,390            3,390                 -0-             *
Counsel - Real Estate

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

Steven U. Parker, Vice                         -0-           15,000                 -0-             *
President - Accounting
and Administration

Steven J. Betts, Vice                        2,000            2,000                 -0-             *
President and Controller
Richmond Homes, Inc. I

Robert T. Shiota                            20,000           20,000                 -0-             *
Vice President/Division
Manager (Southern California Div.)
Richmond American Homes of
California, Inc.

Thomas J. Pellerito                         25,000           25,000                 -0-             *
President Richmond American
Homes of Maryland, Inc. and
Richmond American Homes of
Virginia, Inc.
-----------------

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

                                         11
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,  as well as in the case
         of each of Messrs.  Mizel and  Mandarich,  250,000  shares  that may be
         acquired  pursuant  to  options  that  have  vested  but  that  are not
         exercisable until May 17, 1997.
Includes 5,500 shares held by Mr.  Mizel's wife,  1,115 shares owned by
         Mr.  Mizel's  minor  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,
         members of his family or a creditor.  Mr.  Mizel  disclaims  beneficial
         ownership of the 194,032 shares.
David D.  Mandarich  was elected as  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 minor children.
Includes 10,526 shares owned by a partnership in which Mr. Buchwald is
         a general partner.
Assumes the sale of all shares offered hereby.
Includes 25,000  shares issuable upon exercise of options that were
         granted and vested on December 1, 1996 but that may not be exercised 
         until June 1, 1997.
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, Incorporated,
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

                                       12
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.

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

                                     13
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.

                                     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, 1996.

                  (b)      Proxy   Statement  dated  March  29,  1996  relating
                           to  the  1996  Annual  Meeting  of  Stockholders.

                  (c)      The description of the Registrant's  $.01 par value
                           common stock is contained in the Form 8-A dated 
                           July 22, 1986.

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 General
Counsel-Corporate,  is filed as an exhibit to this Registration  Statement.  Mr.
Japha holds options to purchase  20,000 shares of the Company's  common stock at
an exercise price of $5.625 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  By-Laws 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

                                     II-2
indemnification  provisions  continue  for  a  person  who  has  ceased  to be a
director, officer, employee 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
4.3(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)*

     4.4                   Forms of Promissory  Note and Pledge  Agreement dated
                           December 9, 1996 between  M.D.C.  Holdings,  Inc. and
                           Michael  Touff and  Paris G.  Reece  III  related  to
                           amounts  advanced to such persons in connection  with
                           income  taxes  due  on  the  portion  of  their  1996
                           performance bonuses paid in the form of shares of the
                           Company's  Common  Stock   (incorporated   herein  by
                           reference to Exhibit  10.19 of the  Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996)*

    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.

                                       II-4
(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.

         (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.

         (h)  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 February 24, 1997.

                                         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,  Michael Touff and Paris G.
Reece  III,  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 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           February 24, 1997
------------------------            Board of Directors
Larry A. Mizel                      President and Chief
By Power of Attorney                Executive Officer
                                           

/s/ David D. Mandarich              Executive Vice            February 24, 1997
------------------------            President - Real
David D. Mandarich                  Estate, Chief Operating
By Power of Attorney                Officer and Director

                                     II-6
/s/ Paris G. Reece III              Senior Vice               February 24, 1997
------------------------            President and Chief
Paris G. Reece III                  Financial Officer
                                    (principal financial
                                    and accounting officer)

/s/ Steven J. Borick                Director                  February 24, 1997
------------------------       
Steven J. Borick
By Power of Attorney

/s/ Gilbert Goldstein               Director                  February 24, 1997
------------------------
Gilbert Goldstein
By Power of Attorney

/s/ William B. Kemper               Director                  February 24, 1997
------------------------
William B. Kemper
By Power of Attorney

/s/ Herbert T. Buchwald             Director                  February 24, 1997
------------------------
Herbert T. Buchwald
By Power of Attorney

                                      II-7
As filed with the Securities and Exchange Commission on February 25, 1997
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                 Filed with the

                             Registration Statement

                                       of

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

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)*

     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)*

     4.4        Forms  of   Promissory   Note   and   Pledge Agreement  dated
                December  9, 1996  between M.D.C. Holdings,  Inc. and Michael
                Touff and Paris  G.  Reece  III   related  to  amounts
                advanced to such persons in connection  with income  taxes  due
                on the  portion  of their 1996 performance bonuses paid in the
                form of shares  of  the   Company's   Common   Stock
                (incorporated herein by reference to Exhibit 10.19 of the 
                Company's Annual Report on Form 10-K for the year ended 
                December 31, 1996)*

     5          Opinion of Daniel S. Japha, Esq. as to the 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