EXHIBIT 4.3

                               SECOND AMENDMENT TO
                              M.D.C. HOLDINGS, INC.
                         DIRECTOR EQUITY INCENTIVE PLAN

         Second Amendment to the M.D.C. Holdings, Inc. Director Equity Incentive
Plan as approved by the Board of Directors of the  Corporation on April 20, 1993
(the "Plan").  Capitalized terms used herein shall have the meanings ascribed in
the Plan unless otherwise defined herein.

         The following  amendment was adopted by the Board of Directors on
July 24, 1998 and became  effective July 24, 1998.

         1.  Section 7.3  "Amendment,  Suspension  or  Termination  of the Plan"
hereby is amended to provide for an  extension  of the Plan by deleting  Section
7.3 in its entirety and substituting the following:

                  The Plan may be  wholly  or  partially  amended  or  otherwise
         modified,  suspended or  terminated at any time or from time to time by
         the Board or the Committee;  provided,  that to the extent  required by
         Rule 16b-3 or any  successor  provision,  (i)  without  approval of the
         Company's  stockholders  given  within  12  months  before or after the
         action  by the  Board or the  Committee,  no action of the Board or the
         Committee  may,  except as provided in Section 2.3,  increase any limit
         imposed in Section  2.1 on the  maximum  number of shares  which may be
         issued on exercise of Options,  modify the eligibility  requirements of
         Section 3.1,  reduce the minimum Option price  requirements  of Section
         4.2 or extend  the limit  imposed  in this  Section  7.3 on the  period
         during which Options may be granted;  and (ii) the Plan  provisions set
         forth in clause (i) may not be amended more than once every six months,
         other than to comport with changes in the Code, the Employee Retirement
         Income  Security Act or the rules  thereunder.  Neither the  amendment,
         suspension nor  termination  of the Plan shall,  without the consent of
         the holder of the  Option,  alter or impair  any rights or  obligations
         under any Option theretofore  granted.  No Option may be granted during
         any period of suspension  nor after  termination of the Plan, and in no
         event may any Option be granted  under  this Plan  after  December  31,
         2003.