8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):      December 9, 2003

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation) 1-8951
(Commission file number)
84-0622967
(I.R.S. employer
identification no.)

3600 South Yosemite Street, Suite 900, Denver, Colorado 80237

(Address of principal executive offices)         (Zip code)

Registrant’s telephone number, including area code:         (303) 773-1100

Not Applicable

(Former name or former address, if changed since last report)

ITEM     7.     EXHIBITS

Exhibit Number
____________________

Exhibit 99.1 Description
_____________________________________________

Press Release dated December 9, 2003.

ITEM     9.     REGULATION FD DISCLOSURE

        On December 9, 2003, M.D.C. Holdings, Inc. issued a press release announcing the offering of an additional $200 Million of its 5 1/2% Senior Notes.   A copy of this press release is attached hereto as Exhibit 99.1.

        Limitation on Incorporation by Reference. The information being furnished shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                             M.D.C. HOLDINGS, INC.

Dated: December 9, 2003 By:       /s/ Joseph H. Fretz
________________________________
Joseph H. Fretz
Secretary and Corporate Counsel

INDEX TO EXHIBITS

Exhibit Number
____________________

Exhibit 99.1 Description
_____________________________________________

Press Release dated December 9, 2003.

EX-99.1

                                                                                                            Exhibit 99.1

                                                                                                     

NEWS BULLETIN

M.D.C. HOLDINGS, INC. RICHMOND AMERICAN HOMES
HOMEAMERICAN MORTGAGE

FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 8, 2003

Contacts: Paris G. Reece III
Chief Financial Officer
(303) 804-7706
greece@mdch.com Rachel L. Neumann
Communications Director
(303) 804-7729
rlneumann@mdch.com

M.D.C. HOLDINGS ANNOUNCES OFFERING
OF AN ADDITIONAL $200 MILLION OF ITS 5 1/2% SENIOR NOTES

        DENVER, Tuesday, December 9, 2003 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced that it plans to issue an additional $200 million principal amount of its existing 5½% Senior Notes due 2013 (the “2013 Notes”). The 2013 Notes are general unsecured obligations of M.D.C. Holdings, Inc., and rank equally and ratably with its other general unsecured indebtedness. In addition, the 2013 Notes are fully guaranteed on an unsecured basis, jointly and severally, by most of the Company’s homebuilding subsidiaries. The Company will use the proceeds of the offering to repay certain outstanding indebtedness under its homebuilding line of credit and for general corporate purposes.

        This press release shall not constitute an offer to sell or a solicitation of an offer to buy the 2013 Notes, nor shall there be any sale of these notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Copies of the prospectus relating to this offering may be obtained from Citigroup Global Markets Inc., 388 Greenwich Street, 4th Floor, New York, New York 10013 or from Banc One Capital Markets, Inc. Mail Code IL1-0595, 1 Bank One Plaza, 8th Floor, Chicago, IL 60670, Attention: Structuring and Execution.

        MDC, whose subsidiaries build homes under the name “Richmond American Homes,” is one of the largest homebuilders in the United States. The Company also provides mortgage financing, primarily for MDC’s homebuyers, through its wholly owned subsidiary HomeAmerican Mortgage Corporation. MDC is a major regional homebuilder with a significant presence in some of the country’s best housing markets. The Company is the largest homebuilder in Colorado; among the top five homebuilders in Northern Virginia, suburban Maryland, Phoenix, Tucson and Las Vegas; and among the top ten homebuilders in Northern California, Southern California and Salt Lake City. MDC also has a growing presence in Dallas/Fort Worth

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M.D.C. HOLDINGS, INC.
Page 2

        and has recently entered the Houston, San Antonio, Philadelphia/Delaware Valley, West Florida, Jacksonville and Chicago markets. For more information, visit www.richmondamerican.com.

        Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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, (1) general economic and business conditions; (2) interest rate changes; (3) the relative stability of debt and equity markets; (4) competition; (5) the availability and cost of land and other raw materials used by the Company in its homebuilding operations; (6) the availability and cost of performance bonds and insurance covering risks associated with our business; (7) shortages and the cost of labor; (8) weather related slowdowns; (9) slow growth initiatives; (10) building moratoria; (11) governmental regulation, including the interpretation of tax, labor and environmental laws; (12) changes in consumer confidence and preferences; (13) required accounting changes; (14) terrorist acts and other acts of war; and (15) other factors over which the Company has little or no control.

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