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 20, 2005

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 #)

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

	ITEM 1.01. Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Opinion of Holme Roberts & Owen LLP
Amendment to Distribution Agreement
Amendment to Supplemental Indenture

ITEM 1.01. Entry into a Material Definitive Agreement

M.D.C. Holdings, Inc. (the “Registrant”) has increased the size of its medium term notes program by $250,000,000, from $500,000,000 to $750,000,000 aggregate principal amount of senior or subordinated medium term notes. As of the date hereof, the Registrant has issued a total of $500,000,000 aggregate principal amount of senior medium term notes under this program. In connection with this increase:

On July 20, 2005, the Registrant and certain of its subsidiaries entered into Amendment No. 1 (the “Amendment”) to the Distribution Agreement dated as of October 6, 2004 (the “Distribution Agreement”) with 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 Capital Markets, Inc., UBS Securities LLC and Wachovia Capital Markets, LLC (collectively, the “Agents”). A copy of the Amendment is attached as Exhibit 10.1 hereto. Pursuant to the Distribution Agreement, the Agents have agreed to distribute certain debt securities that the Registrant may issue from time to time. The Amendment increases to $750,000,000 the aggregate principal amount of debt securities that may be distributed by the Agents under the Distribution Agreement. The Company has previously entered into distribution and underwriting arrangements with certain of the Agents in connection with the past distribution of other of its securities.

Also on July 20, 2005, the Registrant and certain of its subsidiaries entered into Amendment No. 1 (the “Indenture Amendment”) to the Supplemental Indenture dated as of October 6, 2004 (the “Supplemental Indenture”), with U.S. Bank National Association (the “Trustee”). A copy of the Indenture Amendment is attached hereto as Exhibit 10.2. The Indenture Amendment increases to $750,000,000 the aggregate principal amount of medium term senior notes and medium term senior subordinated notes that the Registrant may issue pursuant to the Supplemental Indenture. The Registrant has previously entered into indentures with the Trustee and the Registrant has issued debt securities under those indentures.

In connection with the proposed issuance of the securities described above, Holme Roberts & Owen LLP provided the Registrant with the legal opinion attached as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing descriptions are qualified in their entirety by reference to the full and complete terms of the documents attached as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit Number		Description
	5.1	Opinion of Holme Roberts & Owen LLP.
	10.1	Amendment No. 1 to Distribution Agreement, dated as of July 20, 2005, among the Registrant, 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 Capital Markets, Inc., UBS Securities LLC and Wachovia Capital Markets, LLC
	10.2	Amendment No. 1 dated as of July 20, 2005 to Supplemental Indenture dated October 6, 2004, among the Registrant, certain of its subsidiaries and 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: July 20, 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	Amendment No. 1 to Distribution Agreement, dated as of July 20, 2005, among the Registrant, 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 Capital Markets, Inc., UBS Securities LLC and Wachovia Capital Markets, LLC
	10.2	Amendment No. 1 dated as of July 20, 2005 to Supplemental Indenture dated October 6, 2004, among the Registrant, certain of its subsidiaries and U.S. Bank National Association

EX-5.1

Exhibit 5.1

[Letterhead of Holme Roberts & Owen, LLP]

July 20, 2005

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

Re: M.D.C. Holdings, Inc. $750,000,000 aggregate principal amount of Medium Term Senior Notes due Nine Months or More from the Original Issue Date/ Medium Term Subordinated Notes due Nine Months or More from the Original Issue Date

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 (File No. 333-117319) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (as amended, the “Act”) and (ii) the Prospectus dated September 7, 2004 constituting a part thereof, as supplemented by the Prospectus Supplement dated July 20, 2005 (collectively, the “Prospectus”), relating to the issuance and sale from time to time by the Company of up to an aggregate of $750,000,000 principal amount of its Medium Term Senior Notes, and/or Medium Term Subordinated Notes, Due Nine Months or More from the Date of Issue (collectively, the “Medium Term Notes”). The Medium Term Senior Notes will be guaranteed (the “Guarantees”) by some or all of the co-registrants named in the Registration Statement (each co-registrant that guarantees Medium Term Senior Notes, a “Guarantor” and collectively the “Guarantors”). The Medium Term Notes are to be issued, separately or together, and are to be sold from time to time as set forth in the Prospectus and any amendments or supplements thereto.

     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 preparation and filing of the Registration Statement and the Prospectus, 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 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

M.D.C. Holdings, Inc.
July 20, 2005
Page 2

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:

     i. The Certificate of Incorporation of the Company, as amended to date (the “Certificate”);

     ii. The Bylaws of the Company, as amended to date (the “Bylaws”);

     iii. 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 (the “Guarantor Documents”);

     iv. The Senior Indenture dated December 3, 2002, among the Company, the Guarantors and U.S. Bank National Association (the “Trustee”), as supplemented prior to the date hereof (the “Senior Indenture”), the Senior Subordinated Indenture dated October 6, 2004, between the Company and the Trustee (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), the Supplemental Indenture, dated October 6, 2004, among the Company, the Guarantors and the Trustee (the “Supplemental Indenture”), and Amendment No. 1 to Supplemental Indenture, dated July 20, 2005, among the Company, the Guarantors and the Trustee (the “Amendment”), each filed or incorporated by reference as an exhibit to the Form 8-K to be filed by the Company on July 20, 2005, and the forms of the fixed rate and floating rate Medium Term Notes, which are exhibits to the Supplemental Indenture, as amended by the Amendment.

     v. Resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof (the “Company Board”) authorizing the issuance and sale of the Medium Term Notes, certified as of a recent date by an officer of the Company (the “Company Resolutions”);

M.D.C. Holdings, Inc.
July 20, 2005
Page 3

     vi. Resolutions adopted by the boards of directors or other governing bodies of each of the Guarantors (the “Guarantor Boards”) authorizing the Guarantee to be entered into in connection with the Medium Term Senior Notes, certified as of a recent date by an officer of the Guarantors (or, in two instances, the general partner of the Guarantor) (the “Guarantor Resolutions”);

     vii. 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;

     viii. 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

     ix. 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 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):

     1. When the terms of the Medium Term Senior Notes have been established and when the Medium Term Senior Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the Senior Indenture, as supplemented by the Supplemental Indenture and the Amendment, the Company Resolutions and Guarantor Resolutions, and the Distribution Agreement among the Company and the Agents named therein, as amended, against payment of the consideration therefor, the Medium Term Senior Notes will constitute legal, valid and binding obligations of the Company and the Guarantees will constitute legal, valid and binding obligations of the Guarantors, subject in each case 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

M.D.C. Holdings, Inc.
July 20, 2005
Page 4

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.

     2. When the terms of the Medium Term Subordinated Notes have been established and when the Medium Term Subordinated Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the Subordinated Indenture, as supplemented by the Supplemental Indenture and the Amendment, the Company Resolutions, and the Distribution Agreement among the Company and the Agents named therein, as amended, against payment of the consideration therefor, the Medium Term Subordinated Notes will constitute legal, valid and binding obligations of the Company, 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.

     For purposes of this letter, we have assumed that, at the time of issuance, sale and delivery of the Medium Term Notes: (a) the authorization thereof by the Company Board and, in the case of the Medium Term Senior Notes, the authorization of the Guarantees by the Guarantor Boards shall not have been modified or rescinded; (b) no change in law affecting the validity, legally binding character or enforceability of the authorization of the issuance and sale of the Medium Term Notes by the Company Board or the authorization of the Guarantees by the Guarantor Boards shall have occurred; (c) the form of the applicable Indenture (including, without limitation, the forms of the fixed rate and floating rate Medium Term Notes to be issued thereunder) and, in the case of the Medium Term Senior Notes, the form of the Guarantee shall not have been modified; (d) the Medium Term Notes shall have been issued in accordance with the applicable Indenture which constitutes the legal, valid and binding obligation of the parties thereto (other than the Company and, in the case of the Senior Indenture, the Guarantors); (e) upon the issuance of the Medium Term Notes, the amount of Medium Term Notes outstanding does not exceed the amount authorized by the Company Board and, in the case of Medium Term Senior Notes, the amount of

M.D.C. Holdings, Inc.
July 20, 2005
Page 5

Guarantees outstanding does not exceed the amount authorized by the Guarantor Boards; and (f) the Certificate of the Company and the Guarantor Documents shall not have been modified or amended in any respect that would affect this opinion and will be in full force and effect.

     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 filed as part of the Company’s Current Report on Form 8-K to be filed for the purpose of including this opinion as part of 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 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.

A-1

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.

A-2

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.

A-3

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1 TO
M.D.C. HOLDINGS, INC.
MEDIUM TERM SENIOR NOTES
MEDIUM TERM SUBORDINATED NOTES
DISTRIBUTION AGREEMENT

New York, New York
July 20, 2005

Citigroup Global Markets Inc.	Greenwich Capital Markets, Inc.
388 Greenwich Street	600 Steamboat Road
New York, New York 10013	Greenwich, Connecticut 06830
Banc of America Securities LLC	J.P. Morgan Securities Inc.
214 North Tryon Street	270 Park Avenue, 8th Floor
NC1-027-14-01	New York, New York 10017
Charlotte, North Carolina 28255
BNP Paribas Securities Corp.	McDonald Investments Inc.
787 Seventh Avenue	127 Public Square, 4th Floor
New York, New York 10019	Mail Code: OH-01-27-0406
	Cleveland, Ohio 44114
Credit Suisse First Boston LLC	Merrill Lynch, Pierce Fenner & Smith
11 Madison Avenue, 5th Floor	Incorporated
New York, New York 10010	4 World Financial Center
	New York, New York 10080
Comerica Securities	SunTrust Capital Markets, Inc.
211 West Forth Street, 3rd Floor	303 Peachtree Street, NE
Mail Code: 3089	23rd Floor, MC: GA-ATL-3939
Detroit, Michigan 48226	Atlanta, Georgia 30308
Deutsche Bank Securities Inc.	UBS Securities LLC
60 Wall Street, 45th Floor	677 Washington Boulevard
New York, New York 10005	Stamford, Connecticut 06901
	Wachovia Capital Markets, LLC
	301 South College Street
	NC0606
	Charlotte, North Carolina 28288

Ladies and Gentlemen:

     With respect to the Distribution Agreement by and among M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), 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 (the “Distribution Agreement”), the Company confirms its agreement with each of you (each an “Agent” and, together with the additional agents which may become a party hereto pursuant to Section 13 of the Distribution Agreement, the “Agents”) to amend the Distribution Agreement in the manner provided in this Amendment No. 1 to Distribution Agreement (this “Amendment”).

     The Distribution Agreement applied to up to $500,000,000 aggregate public offering price of Notes (as defined below) the Company had been authorized to issue as of the date of the Distribution Agreement. On December 14, 2004, the Company issued $250,000,000 aggregate public offering price of Notes, leaving availability of $250,000,000 aggregate public offering price of Notes following such issuance. On June 20, 2005, the board of directors of the Company authorized the issuance of up to an additional $250,000,000 aggregate public offering price of Notes, to make the size of its Medium Term Note Program (the “MTN Program”) a $750,000,000 aggregate public offering price of Notes. On July 7, 2005 the Company issued an additional $250,000,000 aggregate public offering price of Notes, leaving an available issuance under the MTN Program of $250,000,000 aggregate public offering price of Notes as of the date hereof, subject to execution of an amendment (the “MTN Amendment”) to the MTN Supplemental Indenture (as defined below) by and among the Company, the Guarantors and the Trustee with respect to an additional $250,000,000 aggregate public offering price of Notes.

SECTION 1. AMENDMENTS TO DISTRIBUTION AGREEMENT

     The first paragraph of the Distribution Agreement shall be amended and restated in its entirety to read as follows:

M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of you (each an “Agent” and, together with the additional agents which may become a party hereto pursuant to Section 13, the “Agents”) with respect to the issuance and sale by the Company of up to $750,000,000 aggregate public offering price (or such higher or lower amount as may be specified in any prospectus supplement subsequently filed by the Company with the Securities and Exchange Commission with respect to the Notes) of its Medium Term Senior Notes Due Nine Months or More from the Original Issue Date (the “Senior Notes”) and its Medium Term Subordinated Notes Due Nine Months or More from the Original Issue Date (the “Subordinated Notes” and together with the Senior Notes, the “Notes”). The Senior Notes are to be issued from time to time pursuant to an indenture dated as of December 3, 2002, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and

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one or more supplemental indentures, including the Supplemental Indenture dated as of October 6, 2004 (the “MTN Supplemental Indenture”), by and among the Company, certain subsidiaries of the Company and the Trustee (such indenture, as supplemented by such supplemental indentures or one or more authorizing resolutions, the “Senior Indenture”). The Subordinated Notes are to be issued from time to time pursuant to an indenture dated as of October 6, 2004 between the Company and the Trustee, and one or more supplemental indentures, including the MTN Supplemental Indenture, by and among the Company, certain subsidiaries of the Company and the Trustee (such indenture, as supplemented by such supplemental indentures or one or more authorizing resolutions, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”). The Company’s obligations under the Senior Indenture and the Senior Notes will be unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the wholly owned subsidiaries of the Company listed on the signature pages hereof (the “Guarantors”). The Senior Notes and the Guarantees and the Subordinated Notes are collectively referred to herein as the “Securities.” The Company and the Guarantors are collectively referred to herein as the “Issuers.”

SECTION 2. CONDITION TO EFFECTIVENESS OF AMENDMENT

     This Amendment will become effective only upon the execution and delivery of the MTN Amendment. This Amendment shall be dated as of the date of the MTN Amendment.

SECTION 3. OTHER EFFECTS OF AMENDMENT

     (a) Except as expressly set forth herein, this Amendment does not alter or modify any right or obligation of any of the parties to the Distribution Agreement.

     (b) Notwithstanding the fact that one or more Agents may not sign this Amendment, this Amendment shall be binding upon each Agent that has signed this Amendment upon its signature hereto and satisfaction of the condition set forth in Section 2 hereof.

     (c) A failure by any Agent to sign this Amendment shall not be deemed to terminate the Distribution Agreement (as unamended by this Amendment) with respect to that Agent under the provisions of Section 10 of the Distribution Agreement.

SECTION 4. APPLICABLE LAW

     This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

SECTION 5. COUNTERPARTS

     This Amendment 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.

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SECTION 6. HEADINGS

     The section headings used herein are for convenience only and shall not affect the construction hereof.

SECTION 7. DEFINITIONS

     Capitalized terms used and not defined herein have the meanings given to them in the Distribution Agreement.

[Signature Pages Follow]

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     If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantors and the Agents.

Very truly yours, M.D.C. HOLDINGS, INC.
By:	/s/ Paris G. Reece III
	Name:	Paris G. Reece III
	Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

Signature Page to
Amendment No. 1 to Distribution Agreement

GUARANTORS: M.D.C. LAND CORPORATION RAH OF TEXAS, LP RAH TEXAS HOLDINGS, LLC RAH OF FLORIDA, INC. RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF ARIZONA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. RICHMOND AMERICAN HOMES OF DELAWARE, INC. RICHMOND AMERICAN HOMES OF FLORIDA, LP RICHMOND AMERICAN HOMES OF ILLINOIS, INC. RICHMOND AMERICAN HOMES OF MARYLAND, INC. RICHMOND AMERICAN HOMES OF NEVADA, INC. RICHMOND AMERICAN HOMES OF NEW JERSEY, INC. RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF VIRGINIA, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
By:	/s/ Paris G. Reece III
	Name:	Paris G. Reece III
	Title:	An authorized officer or representative

Signature Page to
Amendment No. 1 to Distribution Agreement

CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian D. Bednarski
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

BANC OF AMERICA SECURITIES LLC
By:	/s/ Peter J. Carbone
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

BNP PARIBAS SECURITIES CORP
By:	/s/ Paul D. Lange
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

COMERICA SECURITIES
By:	/s/ Michael Wilk
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

CREDIT SUISSE FIRST BOSTON LLC
By:	/s/ Michael Cummings
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Scott Flieger
	Authorized Signatory

By:	/s/ Mark Veale
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

GREENWICH CAPITAL MARKETS, INC.
By:	/s/ Steve Fitzpatrick
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

J.P. MORGAN SECURITIES INC.
By:	/s/ Robert Bottamedi
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

MCDONALD INVESTMENTS INC.
By:	/s/ Jason R. Weaver
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

MERRILL LYNCH, PIERCE, FENNER & SMITH                                 INCORPORATED
By:	/s/ Brian R. Hogan, Jr.
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ James J. Stathis
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

UBS SECURITIES LLC
By:	/s/ Arun Bansal
	Authorized Signatory

By:	/s/ Michael Ravanesi
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

WACHOVIA CAPITAL MARKETS, LLC
By:	/s/ John Hines
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

EX-10.2

Exhibit 10.2

M.D.C. HOLDINGS, INC. AND THE GUARANTORS PARTY HERETO

$750,000,000 aggregate principal amount of
Medium Term Senior Notes
due Nine Months or More from the Original Issue Date
and
Medium Term Subordinated Notes
due Nine Months or More from the Original Issue Date

Amendment No. 1 dated as of July 20, 2005

to

Supplemental Indenture dated as of October 6, 2004

U.S. Bank National Association,
Trustee

TABLE OF CONTENTS

			Page
ARTICLE ONE — AMENDMENT TO MTN SUPPLEMENTAL INDENTURE; GENERAL				2
	Section 1.01.	Amendment to MTN Supplemental Indenture		2
	Section 1.02.	Amendment to Exhibits		2
ARTICLE TWO — MISCELLANEOUS				2
	Section 2.01.	Confirmation of the Indentures		2
	Section 2.02.	Concerning the Trustee		2
	Section 2.03.	Governing Law		2
	Section 2.04.	Counterparts		2

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          AMENDMENT NO. 1 dated as of July 20, 2005 (“Amendment”), to the Supplemental Indenture dated as of October 6, 2004 (the “MTN Supplemental Indenture”), by and among M.D.C. HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined in the MTN Supplemental Indenture) and U.S. Bank National Association, as trustee (the “Trustee”), supplementing the Senior Debt Securities Indenture dated as of December 3, 2002 (as further amended, modified or supplemented from time to time in accordance therewith, the “Senior Indenture”), by and between the Company and the Trustee, and the Senior Subordinated Debt Securities Indenture dated as of October 6, 2004 (as further amended, modified or supplemented from time to time in accordance therewith, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”), by and between the Company and the Trustee.

          Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of Senior Notes (as defined herein) and holders of Subordinated Notes (as defined herein):

          WHEREAS, the Company and the Trustee have executed the Senior Indenture to provide for the issuance from time to time of senior debt securities and the Subordinated Indenture to provide for the issuance from time to time of senior subordinated debt securities (collectively, the “Securities”) to be issued in one or more series as the applicable Indenture provided;

          WHEREAS, the Company, the Guarantors and the Trustee are parties to the MTN Supplemental Indenture, which provides for the issuance by the Company of one series of Securities designated as its “Medium Term Senior Notes due Nine Months or More from the Original Issue Date” (the “Senior Notes”), substantially in the form attached as Exhibits A-1 and A-2 to the MTN Supplemental Indenture, in each case guaranteed by the Guarantors, and the Company, the Guarantors and the Trustee have established and commenced the operation of a program to sell such Senior Notes (the “MTN Senior Notes Program”), on the terms set forth therein;

          WHEREAS, the Company and the Trustee are parties to the MTN Supplemental Indenture, which provides for the issuance by the Company of one series of Securities designated as its “Medium Term Subordinated Notes due Nine Months or More from the Original Issue Date” (the “Subordinated Notes” and together with the Senior Notes, the “Notes”), substantially in the form attached as Exhibits B-1 and B-2 to the MTN Supplemental Indenture, and the Company and the Trustee have established and commenced the operation of a program to sell such Subordinated Notes (the “MTN Subordinated Notes Program” and collectively with the MTN Senior Notes Program, the “MTN Program”), on the terms set forth therein;

          WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join them in the execution and delivery of this Amendment in order to provide for the issuance by the Company of up to a total of $750,000,000 aggregate principal amount of Notes under the MTN Program (inclusive of Notes issued prior to the date hereof), on the terms set forth in the MTN Supplemental Indenture;

          WHEREAS, Sections 2.01 and 9.01 of the Indentures provides that an amendment to the MTN Supplemental Indenture may be entered into for such purpose provided certain conditions are met;

          WHEREAS, the conditions set forth in the Indentures for the execution and delivery of this Amendment have been complied with;

          WHEREAS, all things necessary to make this Amendment a valid agreement of the Company, the Guarantors and the Trustee in respect of the Senior Notes, in accordance with its terms, and a valid amendment of, and supplement to, the Senior Indenture have been done; and

          WHEREAS, all things necessary to make this Amendment a valid agreement of the Company and the Trustee in respect of the Subordinated Notes, in accordance with its terms, and a valid amendment of and supplement to, the Subordinated Indenture have been done;

          NOW, THEREFORE:

          In consideration of the premises and the purchase and acceptance of (x) the Senior Notes by the holders thereof, the Company and the Guarantors mutually covenant and agree with the Trustee, for the equal and ratable benefit of the Holders of the Senior Notes, that the MTN Supplemental Indenture is supplemented and amended, to the extent expressed herein, and (y) the Subordinated Notes by the holders thereof, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders of the Subordinated Notes, that the MTN Supplemental Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE ONE

Amendment to MTN Supplemental Indenture; General

               Section 1.01. Amendment to MTN Supplemental Indenture. The MTN Supplemental Indenture is hereby amended by replacing “$500,000,000” with “$750,000,000” in each of the following places: (i) the cover page; and (ii) Article One.

               Section 1.02. Amendment to Exhibits. The exhibits attached to the MTN Supplemental Indenture are hereby amended by replacing “$500,000,000” with “$750,000,000” in each of the following places: (i) paragraph 1 [Reverse of Senior Note] of Exhibit A-1; (ii) paragraph 1 [Reverse of Senior Note] of Exhibit A-2; (iii) paragraph 1 [Reverse of Subordinated Note] of Exhibit B-1; and (iii) paragraph 1 [Reverse of Subordinated Note] of Exhibit B-2.

ARTICLE TWO

Miscellaneous

               Section 2.01. Confirmation of the Indentures. Each of the Indentures, as supplemented and amended by the MTN Supplemental Indenture and this Amendment, is in all respects ratified and confirmed, and each Indenture, the MTN Supplemental Indenture and this Amendment and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

               Section 2.02. Concerning the Trustee. The rights and duties of the Trustee set forth in Article Seven of the Indentures shall not be modified by reason of this Amendment.

               Section 2.03. Governing Law. This Amendment shall be governed by the laws of the State of New York.

               Section 2.04. Counterparts. This Amendment may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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SIGNATURES

          IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, all 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

[Signature Page to Amendment No. 1 to Supplemental Indenture]

GUARANTORS:
M.D.C. LAND CORPORATION
RAH OF TEXAS, LP
RAH TEXAS HOLDINGS, LLC
RAH OF FLORIDA, INC.
RICHMOND AMERICAN CONSTRUCTION, INC.
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.
RICHMOND AMERICAN HOMES OF COLORADO, INC.
RICHMOND AMERICAN HOMES OF DELAWARE, INC.
RICHMOND AMERICAN HOMES OF FLORIDA, LP
RICHMOND AMERICAN HOMES OF ILLINOIS, INC.
RICHMOND AMERICAN HOMES OF MARYLAND, INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.
RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC.
RICHMOND AMERICAN HOMES OF TEXAS, INC.
RICHMOND AMERICAN HOMES OF UTAH, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
By:	/s/ Paris G. Reece III
	Name:	Paris G. Reece III
	Title:	An authorized officer or representative

[Signature Page to Amendment No. 1 to Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Ignazio Tamburello
	Name:	Ignazio Tamburello
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Supplemental Indenture]