8-K

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: November 25, 2002

M.D.C. Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

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

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-25.1 Statement of Eligibility

ITEM 5. OTHER EVENTS

     On November 25, 2002, the Registrant received the Statement of Eligibility of Trustee on Form T-1 of U.S. Bank National Association, attached as Exhibit 25.1 to this Current Report on Form 8-K.

ITEM 7. EXHIBITS
25.1	Statement of Eligibility of Trustee of U.S. Bank National Association.

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: November 26, 2002	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz Secretary and Corporate Counsel

EXHIBIT INDEX

Exhibit No.	Description
25.1	Statement of Eligibility of Trustee of U.S. Bank National Association.

EX-25.1

EXHIBIT 25.1
STATEMENT OF ELIGIBILITY OF TRUSTEE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

180 East Fifth Street
St. Paul, Minnesota
(Address of principal executive offices) 55101
(Zip Code)

Richard H. Prokosch
U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
(651) 244-8677
(Name, address and telephone number of agent for service)

M.D.C. Holdings, Inc.

(Issuer with respect to the Securities)

Delaware (State or other jurisdiction of incorporation or organization)	84-0622967 (I.R.S. Employer Identification No.)
3600 South Yosemite Street Suite 900 Denver, CO 80237 (Address of Principal Executive Offices)	80237 (Zip Code)

Senior Notes
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency           Washington, D.C.
b)	Whether it is authorized to exercise corporate trust powers.
	Yes

Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
	None

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.*
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2001, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

2

NOTE

     The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 25th day of November, 2002.

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Richard H. Prokosch
			Richard H. Prokosch Vice President
By:	/s/ Lori-Anne Rosenberg
	Lori-Anne Rosenberg Assistant Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 25, 2002

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Richard H. Prokosch
			Richard H. Prokosch Vice President
By:	/s/ Lori-Anne Rosenberg
	Lori-Anne Rosenberg Assistant Vice President

4

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2002

($000’s)

			9/30/2002
Assets
	Cash and Due From Depository Institutions		$	8,809,794
	Federal Reserve Stock			0
	Securities			28,156,313
	Federal Funds			975,986
	Loans & Lease Financing Receivables			111,491,144
	Fixed Assets			1,357,049
	Intangible Assets			8,242,263
	Other Assets			7,510,862
		Total Assets	$	166,543,411
Liabilities
	Deposits		$	112,901,360
	Fed Funds			2,319,887
	Treasury Demand Notes			0
	Trading Liabilities			285,504
	Other Borrowed Money			20,829,386
	Acceptances			137,242
	Subordinated Notes and Debentures			5,696,195
	Other Liabilities			5,198,418
	Total Liabilities		$	147,367,992
Equity
	Minority Interest in Subsidiaries		$	990,010
	Common and Preferred Stock			18,200
	Surplus			11,312,077
	Undivided Profits			6,855,132
		Total Equity Capital	$	19,175,419
Total Liabilities and Equity Capital			$	166,543,411

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Richard H. Prokosch
	Vice President

Date: November 25, 2002

5 -----END PRIVACY-ENHANCED MESSAGE-----