Exhibit 28

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Stockholders of
M.D.C. Holdings, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of M.D.C.
Holdings,  Inc. and  subsidiaries  (the "Company") as of March 31, 1996, and the
related  condensed  consolidated  statements of income and of cash flows for the
three-month  periods ended March 31, 1996 and 1995.  These financial  statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing  standards,
the  consolidated  balance  sheet  as of  December  31,  1995,  and the  related
consolidated  statements of income, of stockholders'  equity,  and of cash flows
for the year then ended (not presented herein), and in our report dated February
20, 1996 we expressed an  unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
condensed  consolidated  balance sheet as of December 31, 1995, is fairly stated
in all  material  respects in relation to the  consolidated  balance  sheet from
which it has been derived.



/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
April 24, 1996