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 Earliest Event Reported: December 14, 2004

M.D.C. Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8951	84-0622967
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification #)

3600 South Yosemite Street, Suite 900, Denver, CO 80237
(Address of Principal Executive Office)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

ITEM 8.01 Other Events

On December 14, 2004, M.D.C. Holdings, Inc. (the “Registrant”) announced that its board of directors approved a stock split to be effected in the form of a 30% stock dividend. The stock dividend will be distributed on January 12, 2005 to shareowners of record on December 28, 2004 and will be in the form of three additional shares the Registrant’s common stock for each ten shares owned by shareowners on the record date. The Registrant’s press release announcing the stock split is attached as Exhibit 99.1.

The number of outstanding shares listed on the front cover of Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2004 contained a typographical error. The actual number of shares outstanding on November 3, 2004 is 33,218,000.

ITEM 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	Exhibit Number	Description
	99.1	Press release dated December 14, 2004 of the Registrant announcing a stock split in the form of a 30% stock dividend to shareholders.

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 hereunto duly authorized.

	M.D.C. HOLDINGS, INC.
Dated: December 14, 2004	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated December 14, 2004 of the Registrant announcing a stock split in the form of a 30% stock dividend to shareholders.

EX-99.1

Exhibit 99.1

NEWS BULLETIN
M.D.C. HOLDINGS, INC.	RICHMOND AMERICAN HOMES HOMEAMERICAN MORTGAGE
FOR IMMEDIATE RELEASE
TUESDAY, DECEMBER 14, 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 ANNOUNCES
STOCK SPLIT IN THE FORM OF 30% STOCK DIVIDEND

     DENVER, Tuesday, December 14, 2004 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced that its board of directors has declared a stock split to be effected in the form of a 30% stock dividend. The stock dividend will be distributed on January 12, 2005 to shareowners of record on December 28, 2004 and will be in the form of three additional shares of MDC common stock for each ten shares owned by shareowners on the record date. Cash will be paid in lieu of fractional shares based on the closing price of MDC’s common stock on the record date. The Company currently intends to continue paying a quarterly cash dividend of fifteen cents ($.15) per share following the stock dividend. As a result, the quarterly cash dividend effectively will be increased by 30% relative to current levels.

     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 Jacksonville, Northern California and Southern California. MDC also has established operating divisions in Dallas/Fort Worth, Houston, West Florida, Philadelphia/Delaware Valley and Chicago. For more information about our Company, please visit www.richmondamerican.com.

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