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: July 7, 2005

M.D.C. Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

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

4350 S. Monaco Street, Suite 500, 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):

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 210.14d-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

Opinion of Holme Roberts & Owen LLP

Purchase Agreement

Press Release

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On July 7, 2005, M.D.C. Holdings, Inc. (the “Registrant”) announced that it had completed the issuance of $250 million of its medium term senior notes due July 1, 2015, in accordance with terms previously announced. The notes were sold pursuant to a Purchase Agreement among the Registrant and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Credit Suisse First Boston LLC, KeyBanc Capital Markets, Greenwich Capital Markets, Inc. and SunTrust Capital Markets, Inc., a copy of which agreement is attached as Exhibit 10.1.

In connection with the issuance of the securities described above, Holme Roberts & Owen LLP provided the Registrant with the legal opinion attached as Exhibit 5.1.

The Registrant’s press release announcing the closing of the above transaction is attached as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

     (c) Exhibits.

Exhibit Number	Description
5.1	Opinion of Holme Roberts & Owen LLP.
10.1	Purchase Agreement dated as of June 28, 2005, among the Registrant and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Credit Suisse First Boston LLC, KeyBanc Capital Markets, Greenwich Capital Markets, Inc. and SunTrust Capital Markets, Inc.
99.1	Press release dated July 7, 2005 of the Registrant announcing the completion of the offering of $250 million medium term senior notes.

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: July 7, 2005	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Holme Roberts & Owen LLP.
10.1	Purchase Agreement between the Registrant and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Credit Suisse First Boston LLC, KeyBanc Capital Markets, Greenwich Capital Markets, Inc. and SunTrust Capital Markets, Inc.
99.1	Press release dated July 7, 2005 of the Registrant announcing the completion of the offering of $250 million medium term senior notes.

EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF HOLME ROBERTS & OWEN LLP]

July 7, 2005

M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, CO 80237

Re: M.D.C. Holdings, Inc. Form S-3 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), in connection with (i) the Company’s Registration Statement on Form S-3 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (as amended, the “Act”) on July 12, 2004 (File No. 333-117319), as amended on August 18, 2004, September 1, 2004 and September 7, 2004; (ii) the prospectus contained in the Registration Statement dated September 7, 2004, as supplemented by the prospectus supplement dated October 6, 2004 and the pricing supplement dated June 28, 2005 (the “Prospectus”) and (iii) the offering and sale by the Company pursuant to the Prospectus of its Medium Term Senior Notes (Fixed Rate Notes) Due July 1, 2015 (the “Notes”), which have been fully and unconditionally guaranteed by certain of its subsidiaries listed on Exhibit A (the “Guarantors”). The Notes, together with the guarantees issued by the Guarantors (the “Guarantees”), are described herein as the “Debt Securities.”

     All capitalized terms that are not defined herein shall have the meanings assigned to them in the Registration Statement.

     In connection with the Company’s and the Guarantors’ preparation and filing of the Registration Statement and their offering and sale of the Debt Securities, we have examined originals or copies of all documents, corporate records or other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures on all original documents, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to

M.D.C. Holdings, Inc.
July 7, 2005
Page 2

us as originals, and the conformity to original documents of all documents submitted to us as photocopies of originals. As to matters of fact not directly within our actual knowledge, we have relied upon certificates, telegrams and other documents from public officials in certain jurisdictions.

     In connection with this opinion, we have examined the following documents:

     1. The Certificate of Incorporation of the Company, as amended to date, certified as of a recent date by an officer of the Company;

     2. The Bylaws of the Company, as amended to date, certified as of a recent date by an officer of the Company;

     3. The Senior Indenture dated December 3, 2002 and the Supplemental Indenture dated October 6, 2004 (together, the “Indenture”), and the form of the Notes and the Guarantees, incorporated by reference as an exhibit to the Registration Statement;

     4. The Distribution Agreement dated October 6, 2004, among the Company, certain of its subsidiaries and Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Comerica Securities, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., McDonald Investments Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey Capital Markets, UBS Securities LLC and Wachovia Capital Markets, LLC (the “Distribution Agreement”);

     5. The Purchase Agreement dated June 28, 2005, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Credit Suisse First Boston LLC, KeyBanc Capital Markets, Greenwich Capital Markets, Inc. and SunTrust Capital Markets, Inc. (the “Purchase Agreement”);

     6. The Prospectus;

M.D.C. Holdings, Inc.
July 7, 2005
Page 3

     7. The Certificate or Articles of Incorporation, Certificate or Articles of Organization, Bylaws, Operating Agreements and Partnership Agreements, as applicable, of the Guarantors, as set forth on Exhibit A hereto, certified as of a recent date by an officer of the Guarantors (the “Guarantor Documents”);

     8. Resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the terms of the Notes, certified as of a recent date by an officer of the Company;

     9. Resolutions adopted by the boards of directors or other governing bodies of each of the Guarantors authorizing the Guarantee to be entered into in connection with the Notes, certified as of a recent date by an officer of the Guarantors;

     10. Such other records of the corporate proceedings of the Company and Guarantors that we considered necessary or appropriate for the purpose of rendering this opinion;

     11. Such other certificates and assurances from public officials, officers and representatives of the Company that we considered necessary or appropriate for the purpose of rendering this opinion; and

     12. Such other documents that we considered necessary or appropriate for the purpose of rendering this opinion.

     On the basis of the foregoing examination, our reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and, with respect to the Indentures (as defined below) and the Debt Securities, the Trust Indenture Act of 1939, as amended, and to compliance with such securities or “blue sky” laws of any jurisdiction as may be applicable, as to which we express no opinion):

     When (a) the Debt Securities in substantially the form contained in the Indenture shall have been issued, executed and delivered by the Company to U.S. Bank National Association, as Trustee under the Indenture (the “Trustee”) for authentication in accordance with the Indenture and shall have been

M.D.C. Holdings, Inc.
July 7, 2005
Page 4

authenticated and delivered by the Trustee in accordance with the Indenture, and (b) the Debt Securities shall have been paid for as described in the Registration Statement, in accordance with the terms and conditions of the Distribution Agreement and the Purchase Agreement, and in a manner contemplated in the Registration Statement, including the Prospectus Supplement dated October 6, 2004 and the Pricing Supplement dated June 28, 2005, relating to such Debt Securities, (i) the Notes will be duly authorized by the Company and will be valid and binding obligations of the Company; and (ii) the Guarantees will be duly authorized by the respective Guarantors and will be valid and binding obligations of the Guarantors; in each case subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the enforcement of creditors’ rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or conveyances or preferential transfers or conveyances) and general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

     The opinions expressed herein are limited to the laws of the States of Colorado and New York and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) (the “DGCL”) and the federal laws of the United States of America.

     This opinion may be incorporated by reference as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

     The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual

M.D.C. Holdings, Inc.
July 7, 2005
Page 5

matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions.

Very truly yours,

HOLME ROBERTS & OWEN LLP

By:	/s/ Garth B. Jensen
	Garth B. Jensen
	Partner

Exhibit A

Guarantor Documents

M.D.C. Land Corporation

Articles of Incorporation of M.D.C. Land Corporation

By-Laws of M.D.C. Land Corporation

RAH of Florida, Inc.

Articles of Incorporation of Richmond American Homes of RAH Florida, Inc.

By-Laws of Richmond American Homes of Florida, Inc.

RAH of Texas, LP

     Certificate of Limited Partnership for RAH of Texas, LP (A Colorado Limited Partnership)

     Agreement of Limited Partnership of RAH of Texas, LP

RAH Texas Holdings, LLC

Articles of Organization of RAH Texas Holdings, LLC

Operating Agreement of RAH Texas Holdings, LLC

Richmond American Construction, Inc.

Certificate of Incorporation of Richmond American Construction, Inc

By-Laws of Richmond American Construction, Inc.

Richmond American Homes of Arizona, Inc.

Certificate of Incorporation of Richmond American Homes of Arizona, Inc.

By-Laws of Richmond American Homes of Arizona, Inc.

Richmond American Homes of California, Inc.

Articles of Incorporation of Richmond American Homes of California, Inc.

By-Laws of Richmond American Homes of California, Inc.

Richmond American Homes of Colorado, Inc.

Certificate of Incorporation of Richmond American Homes of Colorado, Inc.

By-Laws of Richmond American Homes of Colorado, Inc.

Richmond American Homes of Delaware, Inc.

Articles of Incorporation of Richmond American Homes of Delaware, Inc.

Bylaws of Richmond American Homes of Delaware, Inc.

Richmond American Homes of Florida, LP

Certificate of Limited Partnership of Richmond American Homes of Florida, LP

Agreement of Limited Partnership of Richmond American Homes of Florida, LP

Richmond American Homes of Illinois, Inc.

Articles of Incorporation of Richmond American Homes of Illinois, Inc.

Bylaws of Richmond American Homes of Illinois, Inc.

Richmond American Homes of Maryland, Inc.

Articles of Incorporation of Richmond American Homes of Maryland, Inc.

By-Laws of Richmond American Homes of Maryland, Inc.

Richmond American Homes of Nevada, Inc.

Articles of Incorporation of Richmond American Homes of Nevada, Inc.

By-Laws of Richmond American Homes of Nevada, Inc.

Richmond American Homes of New Jersey, Inc.

Articles of Incorporation of Richmond American Homes of New Jersey, Inc.

Bylaws of Richmond American Homes of New Jersey, Inc.

Richmond American Homes of Pennsylvania, Inc.

Articles of Incorporation of Richmond American Homes of Pennsylvania, Inc.

Bylaws of Richmond American Homes of Pennsylvania, Inc.

Richmond American Homes of Texas, Inc.

Articles of Incorporation of Richmond American Homes of Texas, Inc.

By-Laws of Richmond American Homes of Texas, Inc.

Richmond American Homes of Utah, Inc.

Articles of Incorporation of Richmond American Homes of Utah, Inc.

By-Laws of Richmond American Homes of Utah, Inc.

Richmond American Homes of Virginia, Inc.

Articles of Incorporation of Richmond American Homes of Virginia, Inc.

By-Laws of Richmond American Homes of Virginia, Inc.

Richmond American Homes of West Virginia, Inc.

Articles of Incorporation of Richmond Homes of West Virginia, Inc.

By-Laws of Richmond American Homes of West Virginia, Inc.

EX-10.1

EXHIBIT 10.1

PURCHASE AGREEMENT

June 28, 2005

M.D.C. Holdings, Inc.
4350 S. Monaco Street
Suite 500
Denver, Colorado 80237

Re: Distribution Agreement by and among M.D.C. Holdings, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Comerica Securities, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., McDonald Investments Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey Capital Markets, UBS Securities LLC and Wachovia Capital Markets, LLC, dated October 6, 2004 (“Distribution Agreement”)

On June 28, 2005, M.D.C. Holdings, Inc. (“MDC”) and the undersigned agents (the “Agents”) finalized terms for the issuance of $250 million of MDC’s Medium Term Senior Notes (Fixed Rate Notes) Due 10 Years from the Original Issue Date (the “Notes”). Settlement will occur on July 7, 2005. The Notes have been priced at a fixed interest rate of 5.375% and have a stated maturity of July 1, 2015. The Notes will be issued under the Senior Indenture dated December 3, 2002, as supplemented, in a public offering pursuant to MDC’s currently effective shelf registration statement, including the prospectus dated September 7, 2004, the prospectus supplement dated October 6, 2004 and the pricing supplement dated June 28, 2005.

Pursuant to the terms of the Distribution Agreement (including the administrative procedures attached as Exhibit A thereto) and this Purchase Agreement, the undersigned Agents agree to purchase the aggregate principal amount of Notes set forth opposite their names below:

	Principal Amount
Name of Agent(s)	at Maturity
Citigroup Global Markets Inc.	$	77,500,000
J.P. Morgan Securities Inc.	$	77,500,000
Wachovia Capital Markets, LLC	$	30,000,000
Banc of America Securities LLC	$	20,000,000
BNP Paribas Securities Corp.	$	7,500,000
Comerica Securities, Inc.	$	7,500,000
Credit Suisse First Boston LLC	$	7,500,000
KeyBanc Capital Markets	$	7,500,000
Greenwich Capital Markets, Inc.	$	7,500,000
SunTrust Capital Markets, Inc.	$	7,500,000
Total	$	250,000,000

The terms of such Notes shall be as set forth below.

Interest Rate:	5.375%
Interest Payment Dates:	January 1 and July 1
Regular Record Dates	December 15 and June 15
Redemption Date:	In whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice to the holders of the Notes.
Redemption Price(s):	The greater of (i) 100% of the principal amount of the Notes being redeemed, and (ii) the present value of the remaining scheduled payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus 25 basis points (0.25%), plus, in each case, accrued and unpaid interest, if any, on the Notes to the Redemption Date. In determining the Redemption Price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Principal Amount:	$250,000,000
Stated Maturity:	July 1, 2015
Trade Date:	June 28, 2005
Issue Price:	99.848%
Agent’s Discount or Commission:	0.625%
Settlement Date:	July 7, 2005
Additional Terms:

The following additional definitions shall apply to the Redemption Price of the Notes:

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release)

2

published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (b) if such release (or any successor release) is not published or does not contain such price on such business day, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City.

“Reference Treasury Dealer” means (a) Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or one of the other Agents for the Notes, issued on the issue date (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, MDC will substitute therefor another Primary Treasury Dealer, and (b) any other Primary Treasury Dealer(s) selected by MDC.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.

The Certificate referred to in Section 6(b), the opinions of counsel referred to in Section 6(c) and the accountants’ letter referred to in Section 6(d) of the above-mentioned Agreement will be required, and the holdback agreement set forth in Section 3(g) of the above-mentioned Agreement will not be applicable.

If, on the Settlement Date, any one or more of the Agents shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of Notes which such defaulting Agent or Agents agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes to be purchased, each non-defaulting Agent shall be obligated severally in the proportion which the principal amount of Notes set forth opposite its name in this Purchase Agreement bears to the aggregate principal of Notes set forth opposite the names of all such non-defaulting Agents to purchase the Notes which such defaulting Agent or Agents agreed but failed or refused to purchase; provided, however, that in no event shall the principal amount of Notes which any Agent has agreed to purchase pursuant to this Purchase Agreement be increased by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Agent. If any Agent or Agents shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased, and arrangements satisfactory to the non-defaulting Agents and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Agent or the Company. In any such case the non-defaulting Agents shall have the right to postpone the Settlement Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.

3

Any action taken under this paragraph shall not relieve any defaulting Agent from liability in respect of any default of such Agent under this Agreement.

MDC acknowledges and agrees that the Agents are acting solely in the capacity of an arm’s length contractual counterparty to MDC with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, MDC or any other person. Additionally, none of the Agents is advising MDC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. MDC shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall have no responsibility or liability to MDC with respect thereto. Any review by the Agents of MDC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and shall not be on behalf of MDC.

This Agreement and all of the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York.

This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

[Signature Pages Follow]

4

If the foregoing is in accordance with our agreement, please indicate your acceptance hereof in the space provided for that purpose below.

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian D. Bednarski
	Authorized Signatory
J.P. MORGAN SECURITIES INC.
By:	/s/ Maria Sramek
	Authorized Signatory
WACHOVIA CAPITAL MARKETS, LLC
By:	/s/ Patrick Jordan
	Authorized Signatory
BANC OF AMERICA SECURITIES LLC
By:	/s/ Peter J. Carbone
	Authorized Signatory
BNP PARIBAS SECURITIES CORP.
By:	/s/ Peter Masco
	Authorized Signatory
COMERICA SECURITIES, INC.
By:	/s/ Michael Wilk
	Authorized Signatory
CREDIT SUISSE FIRST BOSTON LLC
By:	/s/ Michael Cummings
	Authorized Signatory

[Signature Page to Purchase Agreement]

KEYBANC CAPITAL MARKETS
By:	/s/ Jason R. Weaver
	Authorized Signatory
GREENWICH CAPITAL MARKETS, INC.
By:	/s/ Steve B. Fitzpatrick
	Authorized Signatory
SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ James J. Stathis
	Authorized Signatory

[Signature Page to Purchase Agreement]

CONFIRMED AND ACCEPTED,
as of the date first above written.
M.D.C. HOLDINGS, INC.
By:	/s/ Paris G. Reece III
	Name:	Paris G. Reece III
	Title:	Executive Vice President and
		Chief Financial Officer
By:	/s/ Joseph H. Fretz
	Name:	Joseph H. Fretz
	Title:	Secretary

[Signature Page to Purchase Agreement]

EX-99.1

EXHIBIT 99.1

NEWS BULLETIN

M.D.C. HOLDINGS, INC.	RICHMOND AMERICAN HOMES      HOMEAMERICAN MORTGAGE
FOR IMMEDIATE RELEASE THURSDAY, JULY 7, 2005

Contacts: Paris G. Reece III
Chief Financial Officer
(303) 804-7706
greece@mdch.com Robert N. Martin
Investor Relations
(720) 977-3431
bnmartin@mdch.com

M.D.C. HOLDINGS ANNOUNCES COMPLETION OF
$250 MILLION MEDIUM TERM SENIOR NOTES OFFERING

     DENVER, Thursday, July 7, 2005 — M.D.C. Holdings, Inc. (NYSE/PCX: MDC) today announced that it has completed the issuance and sale of $250 million principal amount of 5.375% medium term senior notes due July 1, 2015 (the “2015 Notes”), in accordance with terms previously announced. MDC will use the proceeds of the offering to repay certain outstanding indebtedness under its homebuilding line of credit and for general corporate purposes.

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