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 17, 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 17, 2003.

ITEM     9.     REGULATION FD DISCLOSURE

        On December 17, 2003, M.D.C. Holdings, Inc. issued a press release reporting the completion of an additional $200 Million 5½% Senior Notes offering. 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 17, 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 17, 2003.

EX-99.1

                                                                                                            Exhibit 99.1

                                                                                                     

NEWS BULLETIN

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

FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 17, 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 COMPLETION OF
AN ADDITIONAL $200 MILLION OF ITS 5 ½% SENIOR NOTES OFFERING

        DENVER, Wednesday, December 17, 2003 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced that it has completed the issuance and sale of an additional $200 million principal amount of 5½% senior notes due May 2013. MDC used the proceeds of the offering to repay certain outstanding indebtedness under its homebuilding line of credit and for general corporate purposes.

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

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