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): July 6, 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 July 6, 2004.

ITEM 9. REGULATION FD DISCLOSURE; and

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On July 6, 2004, M.D.C. Holdings, Inc. issued a press release reporting home orders, home closings and quarter-end backlog for the period ended June 30, 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: July 6, 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 July 6, 2004.

EX-99.1

Exhibit 99.1

NEWS BULLETIN

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

FOR IMMEDIATE RELEASE
TUESDAY, JULY 6, 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 REPORTS RECORD SECOND QUARTER
HOME ORDERS, HOME CLOSINGS AND QUARTER-END BACKLOG

• Quarterly orders for 4,232 homes, a 16% year-over-year increase

• Closed 3,085 homes, 18% above last year

• Backlog of 8,259 homes, up 30%, with an estimated sales value of $2.5 billion

     DENVER, Tuesday, July 6, 2004 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced the highest level of home orders for any second quarter and first six months in the Company’s history. The Company received orders, net of cancellations, for 4,232 homes and 8,661 homes, respectively, during the second quarter and first half of 2004, compared with net orders for 3,665 homes and 7,030 homes during the same periods in 2003.

     Larry A. Mizel, MDC’s chairman and chief executive officer, stated, “Given the strong home orders in the first quarter and early in the second quarter, we intentionally slowed the pace of new orders in certain communities over the last several weeks in some of our fastest growing markets, including Southern California and Nevada. Similar to our actions in Virginia and Maryland in the first quarter, which continued throughout the second quarter, we increased sales prices and limited the release of new homes for sale to allow construction to catch up with the growing backlog of homes sold but not started in these markets. Notwithstanding these self-imposed restraints, year-over-year increases in mortgage interest rates, and difficult comparisons created by the exceptional level of home orders recorded in the 2003 second quarter, our home orders reached record levels for the tenth consecutive quarter.”

     Second quarter 2004 home orders increased from 2003 levels in most of the Company’s markets, led by gains of 54% in Northern California and 26% in Arizona. In addition, the Company received 527 net home orders in the 2004 second quarter from its newest markets in Texas, Utah, Florida and Illinois, compared with only 162 home orders from Texas and Utah in the 2003 second quarter. Home orders were down in Colorado from the strong level of orders received in the 2003 second quarter, primarily due to a reduced number of active subdivisions,

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combined with relatively more of the active subdivisions in this market nearing close-out during the 2004 period. Virginia and Maryland also reported lower home orders primarily due to the reasons previously discussed.

     MDC closed 3,085 homes and 5,995 homes, respectively, in the quarter and six months ended June 30, 2004. These record home closing levels represent increases of 18% and 27% from the 2,624 and 4,724 homes closed, respectively, for the same periods in 2003. The Company ended the second quarter of 2004 with its highest ever quarter-end backlog of 8,259 homes with an estimated sales value of $2.5 billion, 30% and 53% greater, respectively, than the backlog of 6,341 homes with an estimated sales value of $1.63 billion at June 30, 2003.

     MDC plans to release its 2004 second quarter earnings after the market closes on Monday, July 12, 2004. A synchronized slide show and audio presentation will be broadcast over the Internet on Tuesday, July 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 Second Quarter Conference Call.”

     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 Northern California and Southern California. MDC also has a growing presence in Dallas/Fort Worth, Houston and Jacksonville, and has recently entered the Philadelphia/Delaware Valley, West Florida 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

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

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2004			2003			2004			2003
Orders For Homes, net (units)
Colorado		599			812			1,290			1,483
California		627			511			1,453			1,041
Nevada		927			774			1,957			1,357
Arizona		1,243			986			2,153			1,910
Utah		210			93			386			186
Texas		224			69			495			119
Virginia		230			305			522			708
Maryland		79			115			203			226
Florida		90			—			199			—
Illinois		3			—			3			—
Total		4,232			3,665			8,661			7,030
Cancellation Rate		23.2	%		23.5	%		20.9	%		22.8	%
Homes Closed (units)
Colorado		542			625			1,020			1,234
California		535			487			1,011			915
Nevada		629			508			1,197			781
Arizona		665			663			1,535			1,234
Utah		124			69			228			109
Texas		148			29			218			39
Virginia		267			166			470			268
Maryland		91			77			161			144
Florida		84			—			155			—
Illinois		—			—			—			—
Total		3,085			2,624			5,995			4,724

	June 30,		June 30,
	2004		2003
Backlog (units)
Colorado		1,004		1,206
California		1,561		1,048
Nevada		1,646		926
Arizona		1,951		1,752
Utah		309		127
Texas		420		96
Virginia		906		916
Maryland		311		270
Florida		148		—
Illinois		3		—
Total		8,259		6,341
Backlog Estimated Sales Value	$	2,500,000	$	1,630,000
Estimated Average Selling Price of Homes in Backlog	$	302.7	$	257.1
Active Subdivisions at Beginning of Month		222		194

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