Exhibit 99.2

   Statement Under Oath of Principal Executive Officer and Principal
          Financial Officer Regarding Facts and Circumstances Relating to
          Exchange Act Filings

I, Paris G. Reece III, Chief Financial Officer, state and attest that:

         (1)  To the best of my knowledge, based upon a review of the covered
         reports of M.D.C. Holdings, Inc. (the "Company"), and, except as
         corrected or supplemented in a subsequent covered report:

         *        no covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         *        no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

         (2) I have reviewed the contents of this statement with the Company's
         audit committee.

         (3) In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

          *       Annual Report on Form 10-K for the fiscal year ended December
                  31, 2001, filed with the Commission on February 19, 2002,
                  of M.D.C. Holdings, Inc.;

          *       All reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of M.D.C. Holdings, Inc. filed
                  with the Commission subsequent to the filing of the Form 10-K
                  identified above; and

          *       any amendments to any of the foregoing.



Signed:   /s/ Paris G. Reece III
        ----------------------------
Name:     Paris G. Reece III
          Chief Financial Officer
Date:     August  8, 2002
                 --

Subscribed and sworn to before me this 8th  day of August, 2002.
                                       ----
/s/ Lynn E. Gore
-----------------------
Notary Public

My Commission Expires:  October 19, 2002