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): January 5, 2006

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

4350 South Monaco Street, Suite 500, Denver, Colorado 80237
(Address of principal executive offices) (Zip code)

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

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

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:

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION; and
	ITEM 7.01. REGULATION FD DISCLOSURE
	ITEM 9.01. EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
Press Release dated January 5, 2006
Press Release

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION; and

ITEM 7.01. REGULATION FD DISCLOSURE

     On January 5, 2006, M.D.C. Holdings, Inc. issued a press release confirming that 2005 earnings should exceed consensus analyst estimates and reporting home closings, home orders and quarter-end backlog for the period ended December 31, 2005. 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, (“Exchange Act”) 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, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release dated January 5, 2006.

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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: January 5, 2006	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release dated January 5, 2006.

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EX-99.1

EXHIBIT 99.1

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

FOR IMMEDIATE RELEASE
THURSDAY, JANUARY 5, 2006

Contacts:	Paris G. Reece III	Robert N. Martin	Richard Matthews
	Chief Financial Officer	Investor Relations	Rubenstein Communications
	(303) 804-7706	(720) 977-3431	(212) 843-8267
	greece@mdch.com	bnmartin@mdch.com	rmatthews@rubenstein.com

M.D.C. HOLDINGS EXPECTS 2005 EARNINGS PER SHARE
TO EXCEED CONSENSUS ANALYST ESTIMATES;
REPORTS FOURTH QUARTER ENDING BACKLOG,
HOME CLOSINGS AND HOME ORDERS

• Fourth quarter and full year earnings per share should exceed consensus analyst estimates

• Backlog of 6,532 homes; estimated sales value of $2.44 billion, up 27% from a year ago

• Closed 4,951 homes, 15% above last year

• Quarterly orders for 2,405 homes, down 10% from 2004

• Earnings to be released before market open on January 17, 2006

          DENVER, Thursday, January 5, 2006 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today reported that its earnings per share for the 2005 fourth quarter and full year should exceed the consensus analyst estimates of $3.95 and $10.67, respectively. The Company plans to release its 2005 fourth quarter and full year earnings before the market opens on Tuesday, January 17, 2006. Please refer to the last paragraph of this release for a discussion of factors that may impact the Company’s earnings.

Increased Home Closings and Backlog

          During the 2005 fourth quarter and full year, MDC closed 4,951 homes and 15,307 homes, respectively, representing increases of 15% and 10% from the 4,323 and 13,876 home closings, respectively, for the same periods in 2004. The Company ended the fourth quarter of 2005 with a backlog of 6,532 homes, compared with the backlog of 6,505 homes at December 31, 2004. The estimated sales value of backlog at the end of the 2005 fourth quarter was $2.44 billion, 27% higher than the $1.92 billion estimated sales value of backlog at December 31, 2004.

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M.D.C. HOLDINGS, INC.
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Home Orders

          The Company received orders, net of cancellations, for 2,405 homes and 15,334 homes, respectively, during the 2005 fourth quarter and full year, compared with net orders for 2,662 homes and 14,248 homes during the same periods in 2004.

          As was the case in the 2005 second and third quarters, net home orders received in the fourth quarter were lower year-over-year in Arizona. This decline primarily resulted from a sharp reduction in the number of net home orders per active subdivision, from the unsustainably high levels experienced in this market during the last nine months of 2004 and the first quarter of 2005, to a level more consistent with those experienced in the fourth quarters of 2003, 2002 and 2001. Net home orders received per active subdivision in the 2004 fourth quarter were more than twice the levels recorded in any of these comparable periods.

          MDC also experienced lower net home orders in Virginia in the 2005 fourth quarter. In this market, the Company’s number of gross home orders (excluding cancellations) received per active subdivision in the 2005 fourth quarter was approximately the same as in the fourth quarter of 2004. However, higher home order cancellations and a temporary decline in the number of active subdivisions during the 2005 fourth quarter, compared with the same period in 2004, led to the reduced number of net home orders. In addition, similar to the previous three quarters of 2005, fourth quarter home orders declined in Colorado, primarily due to a more competitive environment for new homes in this market.

          Although the substantial rates of home price increases experienced in Arizona and Virginia over the past two years have moderated to more normalized levels, MDC believes that both markets provide favorable environments for continued strength in the demand for new homes. Therefore, the Company has allocated significant capital for growth in these markets in 2006.

          The order decreases noted above partially were offset by fourth quarter increases in home orders in Nevada and California of 173% and 20%, respectively, due to increases in the number of active subdivisions and continued strong demand for new homes in these two states. In addition, fourth quarter home orders increased 18% in Utah. This increase was achieved despite a temporary decrease in active subdivisions of approximately 25% that resulted from certain subdivisions selling out earlier than expected due to the strength of demand for new homes in this market.

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M.D.C. HOLDINGS, INC.
Page 3

Earnings Conference Call to be held on January 17, 2006

          A synchronized slide show and audio presentation will be broadcast over the Internet on Tuesday, January 17, 2006, at 11:00 a.m. Eastern Standard Time in conjunction with MDC’s 2005 fourth quarter and full year earnings conference call. The presentation can be accessed by entering MDC’s website, www.richmondamerican.com, clicking on “Investors” and selecting “M.D.C. Holdings 2005 Fourth Quarter Conference Call.” Minimum requirements to listen to the broadcast are as follows: Windows Media Player software, downloadable free from http://www.microsoft.com/windows/ windowsmedia/mp10/default.aspx, and at least a 28.8Kbps connection to the Internet. If problems are experienced while listening to the broadcast, an email should be sent to kristen.munoz@mdch.com.

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

Forward-Looking Statements

          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. Additional information about the risks and uncertainties applicable to the Company’s business is contained in the Company’s Form 10-K for the year ended December 31, 2004, which was filed with the Securities and Exchange Commission. All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this press release will increase with the passage of time. The Company undertakes no duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted.

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M.D.C. HOLDINGS, INC.
Homebuilding Operational Data

	Three Months						Full Year
	Ended December 31,						Ended December 31,
	2005			2004			2005			2004
Orders For Homes, net (units)
Arizona		587			962			3,627			4,066
California		323			270			2,060			2,034
Colorado		348			465			2,075			2,276
Florida		127			154			1,044			446
Illinois		35			12			148			20
Maryland		58			86			423			341
Nevada		505			185			3,293			2,596
Philadelphia/Delaware Valley		35			22			191			23
Texas		109			160			781			807
Utah		212			180			953			753
Virginia		66			166			739			886
Total		2,405			2,662			15,334			14,248
Order Cancellation Rate		33.8	%		32.0	%		23.7	%		25.3	%
Homes Closed (units)
Arizona		1,121			913			3,671			3,256
California		864			704			2,102			2,346
Colorado		575			715			2,190			2,318
Florida		251			201			1,083			452
Illinois		46			2			86			2
Maryland		137			134			397			385
Nevada		1,165			849			3,016			2,736
Philadelphia/Delaware Valley		15			—			33			—
Texas		183			254			799			694
Utah		264			199			904			615
Virginia		330			352			1,026			1,072
Total		4,951			4,323			15,307			13,876

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M.D.C. HOLDINGS, INC.
Homebuilding Operational Data
(Dollars in Thousands)

	December 31,		December 31,
	2005		2004
Backlog (units)
Arizona		2,099		2,143
California		765		807
Colorado		577		692
Florida		599		638
Illinois		80		18
Maryland		251		225
Nevada		1,023		746
Philadelphia/Delaware Valley.		181		23
Texas		238		256
Utah		338		289
Virginia		381		668
Total		6,532		6,505
Backlog Estimated Sales Value	$	2,440,000	$	1,920,000
Estimated Average Selling Price of Homes in Backlog	$	373.5	$	295.2
Active Subdivisions at Beginning of Month		289		236

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