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): March 31, 2004

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

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)

TABLE OF CONTENTS

	ITEM 7. EXHIBITS
	ITEM 9. REGULATION FD DISCLOSURE; and
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
	INDEX TO EXHIBITS
Press Release

ITEM 7. EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release dated March 31, 2004.

ITEM 9. REGULATION FD DISCLOSURE; and

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On March 31, 2004, M.D.C. Holdings, Inc. issued a press release reporting that they expect their 2004 first quarter earnings per share to exceed the analyst consensus estimate for the period of $1.44. In addition, an earnings release conference call and webcast was announced for April 13, 2004. 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: April 1, 2004	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release dated March 31, 2004.

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE
WEDNESDAY, MARCH 31, 2004      

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

M.D.C. HOLDINGS 2004 FIRST QUARTER
CONFERENCE CALL AND WEBCAST SCHEDULED FOR APRIL 13th;
EXPECTS TO EXCEED CONSENSUS ANALYST ESTIMATE OF $1.44

     DENVER, Wednesday, March 31, 2004 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced that it plans to release its 2004 first quarter earnings after the market closes on Monday, April 12, 2004. A synchronized slide show and audio presentation will be broadcast over the Internet on Tuesday, April 13, 2004, at 10:00 a.m. Eastern Daylight Saving Time in conjunction with its conference call. The presentation can be accessed by entering MDC’s website, www.richmondamerican.com, clicking on “Investors” and selecting “M.D.C. Holdings 2004 First Quarter Conference Call.” In addition, MDC plans to release its 2004 first quarter home orders, home closings and ending backlog after the market closes on Monday, April 5, 2004.

     The Company expects earnings per share for the three months ended March 31, 2004 to exceed the consensus analyst estimate of $1.44 for the period. MDC closed a greater number of homes than expected and benefited from higher than anticipated home gross margins resulting from the Company’s continued ability to increase selling prices in Nevada and California. Please refer to the last paragraph of this release for a discussion of factors that may impact the Company’s estimate of 2004 first quarter earnings.

     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, Las Vegas and Salt Lake City; and among the top ten homebuilders in

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M.D.C. HOLDINGS, INC.
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Northern California and Southern California. MDC also has a growing presence in Dallas/Fort Worth and has recently entered the Houston, Philadelphia/Delaware Valley, West Florida, Jacksonville and Chicago markets. For more information about our Company, please 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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