Exhibit 10.12(b)

                              M.D.C. HOLDINGS, INC.

                                 AMENDMENT NO. 1
                        EXECUTIVE OPTION PURCHASE PROGRAM


         Pursuant to Section 16 the M.D.C.  Holdings,  Inc. Executive Option 
Purchase Program (the "Program"),  the Board of Directors of M.D.C.  Holdings,
Inc.  hereby amends the Program as set forth in this  Amendment No. 1 (the
"Amendment").  All capitalized Terms defined in the Program shall have the same
meanings in this Amendment as they have in the  Program.  Except as amended 
hereby,  all terms and  provisions  of the Program  shall  remain in full
force and effect.

         1.       Loan Participants.  Section 3 of the Program is amended to 
read as follows:

                  The Loan  Participants  shall be Larry A. Mizel,  David D. 
                  Mandarich,  Paris G. Reece III and Michael Touff.

         2.       Limitations.  Section 8 of the Program is hereby amended to
read as follows:

                  The  aggregate  amount  of Loans  which may be made to each of
                  Messrs. Mizel and Mandarich shall be $1,000,000 and to each of
                  Messrs. Reece and Touff shall be $300,000.  The maximum amount
                  of such Loans available under the Program shall not be reduced
                  by operation  of Section 12 of the Program (or the  provisions
                  of any Promissory  Notes evidencing such Loans  executed after
                  the effective date of the Amendment) which requires  repayment
                  of 10% of the outstanding  principal  amount of each Loan made
                  pursuant  to the  Program  on April 1 of each year  during the
                  term of such Loans. Notwithstanding the preceding sentence, no
                  additional  amounts may be borrowed pursuant to the Program in
                  connection with options  exercised prior to the effective date
                  of this Amendment.

         3.       Effective Date.

                  This  Amendment is  effective  as of November 4, 1997,  except
                  that  Michael  Touff's  participation  in  the  Program  shall
                  commence on December 1, 1997.