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                                                                    Exhibit 25.1

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                 ------------

                                   FORM T-1

                      Statement of Eligibility Under the
                 Trust Indenture Act of 1939 of a Corporation
                         Designated to Act as Trustee


                       FIRST TRUST NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

               United States                          41-0257700
       (State of Incorporation)             (I.R.S. Employer Identification No.)

            First Trust Center
         180 East Fifth Street
          St. Paul, Minnesota                              55101
(Address of Principal Executive Offices)                (Zip Code)


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

           Delaware                                   84-0622967
     (State of Incorporation)               (I.R.S. Employer Identification No.)


   3600 S. Yosemite Street
   Suite 900
   Denver, Colorado                                       80237
(Address of Principal Executive Offices)                (Zip Code)



                   8 3/8% Senior Notes Due 2008
                      (Title of the Indenture Securities)

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                                    GENERAL

1.    GENERAL INFORMATION.  Furnish the following information as to the Trustee.

      (a)   Name and address of each examining or supervising authority to which
            it is subject.
                  Comptroller of the Currency
                  Washington, D.C.

      (b)   Whether it is authorized to exercise corporate trust powers.
                  Yes

2.    AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.  If the obligor or any
      underwriter for the obligor is an affiliate of the Trustee, describe 
      each such affiliation.

            None

            See Note following Item 16.

      Items 3-15 are not applicable because to the best of the Trustee's
      knowledge the obligor is not in default under any Indenture for which the
      Trustee acts as Trustee.

16.   LIST OF EXHIBITS.  List below all exhibits filed as a part of this 
      statement of eligibility and qualification.

      1.    Copy of Articles of Association.*

      2.    Copy of Certificate of Authority to Commence Business.*

      3.    Authorization of the Trustee to exercise corporate trust powers
            (included in Exhibits 1 and 2; no separate instrument).*

      4.    Copy of existing By-Laws.*

      5.    Copy of each Indenture referred to in Item 4.  N/A

      6.    The consents of the Trustee required by Section 321(b) of the act.

      7.    Copy of the latest report of condition of the Trustee published
            pursuant to law or the requirements of its supervising or examining
            authority is incorporated by reference to Registration Number
            333-34585.

      *Incorporated by reference to Registration Number 22-27000.
 
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                                     NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligor, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.


                                   SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 30th day of October,
1997.

                        FIRST TRUST NATIONAL ASSOCIATION



                                /s/ Kathe M. Barrett
                                ---------------------
                                    Kathe M. Barrett
                                    Trust Officer


/s/ Eve D. Kaplan
- - -------------------
Eve D. Kaplan
Assistant Secretary

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                                   EXHIBIT 6

                                    CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  October 30, 1997            FIRST TRUST NATIONAL ASSOCIATION



                                      /s/  Kathe M. Barrett
                                      ----------------------
                                           Kathe M. Barrett
                                           Trust Officer