M.D.C. (MDC) 8-K Regulation FD Disclosure

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):      December 17, 2003

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

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)

ITEM     7.     EXHIBITS

Exhibit Number
____________________

Exhibit 99.1 Description
_____________________________________________

Press Release dated December 17, 2003.

ITEM     9.     REGULATION FD DISCLOSURE

        On December 17, 2003, M.D.C. Holdings, Inc. issued a press release reporting the completion of an additional $200 Million 5½% Senior Notes offering. 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: December 17, 2003 By:       /s/ Joseph H. Fretz
________________________________
Joseph H. Fretz
Secretary and Corporate Counsel

INDEX TO EXHIBITS

Exhibit Number
____________________

Exhibit 99.1 Description
_____________________________________________

Press Release dated December 17, 2003.