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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                   FORM 10-Q/A

(Mark One)

     [ X ]        QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES  EXCHANGE  ACT OF 1934

                  For the quarterly period ended March 31, 1997

                                       OR

     [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES EXCHANGE ACT OF 1934


                         Commission file number 1-8951
                           -------------------------

                              M.D.C. HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                         84-0622967
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)

3600 South Yosemite Street, Suite 900                         80237
         Denver, Colorado                                   (Zip code)
(Address of principal executive offices)

                                  (303) 773-1100
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No


          As of August 1, 1997, 17,591,000 shares of M.D.C. Holdings, Inc. 
          Common Stock were outstanding.




                              M.D.C. HOLDINGS, INC.
                                   FORM 10-Q/A


PART II - OTHER INFORMATION

         This  Amendment to the Form 10-Q for the  quarterly  period ended March
31,  1997 is being filed to add an Exhibit  4.1,  First  Modification  Agreement
dated March 28, 1997. This Exhibit was inadvertently omitted from the Form 10-Q.
The terms of the  Modification  Agreement were disclosed in the Company's  March
31, 1997 Form 10-Q.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Exhibit:

                4.1                   First  Modification  Agreement dated March
                                      28, 1997 among Richmond  American Homes of
                                      California,  Inc., Richmond American Homes
                                      of Maryland, Inc., Richmond American Homes
                                      of Nevada,  Inc.,  Richmond American Homes
                                      of Virginia, Inc., Richmond American Homes
                                      of Arizona,  Inc.  and  Richmond  American
                                      Homes of Colorado,  Inc., all wholly-owned
                                      subsidiaries  of the Company and Bank One,
                                      Arizona, NA, as Agent.

                27                    Financial   Data  Schedule   (incorporated
                                      herein by  reference  to Exhibit 27 of the
                                      Company's  Quarterly  Report  on Form 10-Q
                                      dated March 31, 1997).

         (b) Reports on Form 8-K:

                             No Current Reports on Form 8-K were filed by
                             the  Registrant  during the period  covered by this
                             Quarterly Report on Form 10-Q.

                                 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.

Date: August 26, 1997                    M.D.C. HOLDINGS, INC.
     ----------------                    (Registrant)


                                         By: /s/Paris G. Reece III
                                            ------------------------------
                                            Paris G. Reece III,
                                            Senior Vice President,
                                            Chief Financial Officer and
                                            Principal Accounting Officer