Exhibit 10.2

                               FIRST AMENDMENT TO
                              M.D.C. HOLDINGS, INC.
                           2001 EQUITY INCENTIVE PLAN

         First Amendment to the M.D.C. Holdings, Inc. 2001 Equity Incentive Plan
as approved by the Board of Directors of the Company on January 30, 2003.
Capitalized terms used herein shall have the meanings ascribed in the 2001
Equity Incentive Plan, unless otherwise defined herein.

         The following amendment was adopted by the Board of Directors on
January 30, 2003, and became effective by shareholder approval at the annual
meeting on April 28, 2003:

         Section 4.1 of the 2001 Equity Incentive Plan is amended to provide
         that the maximum aggregate number of Shares that may be issued under
         the Plan pursuant to Awards shall be increased by 1,000,000 shares,
         subject to adjustment pursuant to the terms of the Plan.


[End of Amendment]