SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 M.D.C. HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 84-0622967 (State of incorporation or organization) (IRS Employer Identification No.) 3600 South Yosemite Street, Suite 900 Denver, Colorado 80237 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A (c)(1), please check the following box. [X] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A. (c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered 8 3/8% Senior Notes due 2008 New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered The material set forth in the section captioned "Description of Notes" in the Registrant's Prospectus and Prospectus Supplement (Registration No. 333-36631) filed pursuant to Rule 424(b) of the Securities Act of 1933, is incorporated herein by reference. Item 2. Exhibits 1.1 Underwriting Agreement dated January 23, 1998, among the Company and Salomon Smith Barney, Salomon Brothers Inc. and Morgan Stanley & Co. as Representatives (the "Representatives") of the several Underwriters named therein, incorporated herein by reference to Exhibit 1.1 of the Registrant's Registration Statement on Form S-3 (Commission File No. 333-36631). 4.1. Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q dated June 30, 1987. 4.2. Bylaws of the Registrant, as amended, incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q dated June 30, 1987. 4.3. Indenture dated January 28, 1998, by and between the Registrant and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.2(a) of the Registrant's Registration Statement on Form S-3 (Commission File No. 333-36631). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registration has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of January, 1998. M.D.C. HOLDINGS, INC. By /s/__________________ Daniel S. Japha Secretary