SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. N/A)

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

M.D.C. HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MERRILL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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[LOGO]

M.D.C. HOLDINGS, INC.

3600 SOUTH YOSEMITE STREET, SUITE 900
DENVER, COLORADO 80237

March 31, 1995

To Our Shareowners:

You cordially are invited to attend the 1995 Annual Meeting of Shareowners
(the "Meeting") of M.D.C. Holdings, Inc. (the "Company") to be held at 3600
South Yosemite Street, Lower Level Conference Room A, Denver, Colorado, on
Thursday, May 25, 1995, at 8:00 a.m., Denver time.

Following this letter is the formal notice of the Meeting and a proxy
statement describing the matters to be acted upon at the Meeting. Shareowners
also are entitled to vote on any other matters which properly come before the
Meeting.

While many of our shareowners have exercised their right to vote their
shares in person at past meetings, we recognize that many shareowners are not
able to attend the Meeting. Accordingly, enclosed is a proxy which will enable
you to vote your shares on the matters to be considered at the Meeting even if
you are unable to attend. All you need to do is mark the proxy to indicate your
vote, date and sign the proxy and return it to the Company in the enclosed
postage-paid envelope as soon as conveniently possible. If you desire to vote in
accordance with management's recommendations, you need not mark your vote on the
proxy but need only sign, date and return it to the Company in the enclosed
postage-paid envelope in order to record your vote.

WHETHER YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE SURE YOU ARE
REPRESENTED AT THE MEETING BY ATTENDING IN PERSON OR BY RETURNING YOUR PROXY AS
SOON AS POSSIBLE.

Sincerely,

[SIGNATURE]
Larry A. Mizel
CHAIRMAN OF THE BOARD

[LOGO]

M.D.C. HOLDINGS, INC.
3600 SOUTH YOSEMITE STREET, SUITE 900
DENVER, COLORADO 80237

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

NOTICE OF ANNUAL MEETING OF SHAREOWNERS
-------------------------------------------------------

To Our Shareowners:

The 1995 Annual Meeting of Shareowners (the "Meeting") of M.D.C. Holdings,
Inc. (the "Company") will be held at 3600 South Yosemite Street, Lower Level
Conference Room A, Denver, Colorado, on Thursday, May 25, 1995, at 8:00 a.m.,
Denver time, to consider and act upon the following matters:

1. the election of two Class I directors for three-year terms expiring in
1998;

2. the ratification of the selection of Price Waterhouse LLP as the
Company's independent accountants for 1995;

3. a shareowner proposal to eliminate staggered terms for directors; and

4. such other business as properly may come before the Meeting and any
postponements or adjournments thereof.

Only shareowners of record at the close of business on March 6, 1995, the
record date, will be entitled to vote at the Meeting.

Management and the Board of Directors desire to have maximum representation
at the Meeting and respectfully request that you date, execute and timely return
the enclosed proxy in the postage-paid envelope provided.

BY ORDER OF THE BOARD OF DIRECTORS,

[SIGNATURE]
Paris G. Reece III
SECRETARY

March 31, 1995

[LOGO]

M.D.C. HOLDINGS, INC.
3600 SOUTH YOSEMITE STREET, SUITE 900
DENVER, COLORADO 80237

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREOWNERS
MAY 25, 1995

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

To Our Shareowners:

This proxy statement (the "Proxy Statement") is furnished in connection with
the solicitation of proxies by the board of directors (the "Board of Directors")
of M.D.C. Holdings, Inc. (the "Company") to be used at the Annual Meeting of
Shareowners of the Company (the "Meeting") to be held at 3600 South Yosemite
Street, Lower Level Conference Room A, Denver, Colorado, on Thursday, May 25,
1995, at 8:00 a.m., Denver time, and any postponements or adjournments thereof.
The Meeting is being held for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareowners. This Proxy Statement, the accompanying proxy
card and the Notice of Annual Meeting (collectively, the "Proxy Materials") are
first being sent to shareowners on or about March 31, 1995.

GENERAL INFORMATION

SOLICITATION

The enclosed proxy is being solicited by the Board of Directors of the
Company. In addition to solicitations by mail, solicitations may be made by
personal interview, telephone and telegram by directors, officers and regular
employees of the Company. No compensation will be paid for the solicitation of
proxies, although the Company will reimburse bankers, brokers and others holding
shares in their names or in the names of nominees or otherwise for reasonable
out-of-pocket expenses incurred in sending the Proxy Materials to the beneficial
owners of such shares. The Company may engage paid solicitors on terms to be
determined at the time of engagement of such solicitors, to conduct the
solicitation of proxies.

VOTING RIGHTS

Holders of shares of the Company's common stock, $.01 par value (the "Common
Stock"), at the close of business on March 6, 1995 (the "Record Date"), are
entitled to notice of, and to vote at, the Meeting. On the Record Date,
19,280,827 shares of Common Stock were outstanding. The presence, in person or
by proxy, of the holders of one-third of the total number of shares of Common
Stock outstanding constitutes a quorum for transacting business at the Meeting.
Each share of Common Stock outstanding on the Record Date is entitled to one
vote on each matter presented at the Meeting.

VOTING PROXIES

Shares of Common Stock represented by properly executed proxies received by
the Company in time for the Meeting will be voted in accordance with the choices
specified in the proxies. Unless contrary instructions are indicated on a proxy,
the shares of Common Stock represented by such proxy will be voted FOR the
election as directors of the nominees named in this Proxy Statement; FOR
ratification of the selection of Price Waterhouse LLP, independent accountants;
and will be voted AGAINST the elimination of staggered terms for directors.
Abstentions and broker non-votes (proxies that do not indicate that brokers or
nominees have received instructions from the beneficial owner of shares) will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulating the votes cast on
proposals presented to shareowners, whereas broker non-votes are not counted for
purposes of determining the number of votes cast.

Management and the Board of Directors of the Company know of no other
matters to be brought before the Meeting. If other matters properly are
presented to the shareowners for action at the

Meeting and any adjournments or postponements thereof, it is the intention of
the proxy holders named in the proxy to vote in their discretion on all matters
on which the shares of Common Stock represented by such proxy are entitled to
vote.

REVOCABILITY OF PROXY

The giving of the enclosed proxy does not preclude the right to vote in
person should the shareowner giving the proxy so desire. A proxy may be revoked
at any time prior to its exercise by notice of revocation in writing sent to the
Secretary of the Company, by presenting the Company a later-dated proxy executed
by the person executing the prior proxy or by attending the Meeting and voting
in person.

ANNUAL REPORT

The Company's 1994 Annual Report to Shareowners for the year ended December
31, 1994 is enclosed with these Proxy Materials.

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for three classes of
directors with staggered terms of office. Nominees of each class serve for terms
of three years and until election and qualification of their successors or until
their resignation, death, disqualification or removal from office.

The Board of Directors consists of seven members, including two Class I
directors whose terms expire in 1995, two Class II directors whose terms expire
in 1996 and three Class III directors whose terms expire in 1997. At the
Meeting, two Class I directors are to be elected to three-year terms expiring in
1998. The nominees for the Class I directors are Messrs. Spencer I. Browne and
Herbert T. Buchwald, both of whom presently serve on the Board of Directors of
the Company.

Unless otherwise specified, it is intended that the enclosed proxy will be
voted FOR the election of Messrs. Browne and Buchwald. Management and the Board
of Directors are not aware of any reasons which would cause Messrs. Browne or
Buchwald to be unavailable to serve as directors. If Messrs. Browne or Buchwald
become unavailable for election, discretionary authority may be exercised by the
proxy holders named in the enclosed proxy to vote for a substitute nominee or
nominees proposed by the Board of Directors.

The affirmative vote of the holders of a majority of the shares present or
represented and entitled to vote at the Meeting will be required for election to
the Board of Directors. The Board of Directors recommends a vote FOR the
election of Messrs. Browne and Buchwald as directors.

Certain information with respect to Messrs. Browne and Buchwald, the
nominees for election, and the continuing directors of the Company, furnished in
part by each such person, appears below:

POSITIONS AND OFFICES WITH THE BENEFICIALLY OWNED
COMPANY AND OTHER PRINCIPAL AS OF THE RECORD PERCENTAGE
NAME AGE OCCUPATIONS DATE (1)(2) OF CLASS*
- --------------------- --- ----------------------------------- ------------------- ----------

NOMINEES:
CLASS I
TERMS EXPIRE IN 1995
Spencer I. Browne 45 President and Co-Chief Operating 693,609 3.53%
Officer of the Company and
President, Chief Executive Officer
and a Director of Asset Investors
Corporation and Commercial Assets,
Inc.
Herbert T. Buchwald 64 Principal in the law firm of 35,526 **
Herbert T. Buchwald, P.A. and
President and Chairman of the
Board of Directors of BPR
Management Corporation
CONTINUING DIRECTORS:
CLASS II
TERMS EXPIRE IN 1996
Gilbert Goldstein 76 Principal in the law firm of 215,151 1.11%
Gilbert Goldstein, P.C.
William B. Kemper 57 Private real estate investor 110,000 **
CLASS III
TERMS EXPIRE IN 1997
Steven J. Borick 42 President, Texakota, Inc. and a 100,000 **
General Partner in Texakota Oil
Company
David D. Mandarich 47 Executive Vice President -- Real 1,462,843 7.35%
Estate and Co-Chief Operating
Officer of the Company
Larry A. Mizel 52 Chairman of the Board of Directors 4,216,210(3) 21.74%
and Chief Executive Officer of the
Company and Chairman of the Boards
of Asset Investors Corporation and
Commercial Assets, Inc.
<FN>
- ------------------------
* The percentage shown includes shares of Common Stock actually owned and
shares of Common Stock which the person had the right to acquire within 60
days of the Record Date. In calculating the percentage of ownership, all
shares of Common Stock which the person had the right to acquire within 60
days of the Record Date are deemed to be outstanding for the purpose of
computing the percentage of shares of Common Stock owned by such person but
are not deemed to be outstanding for the purpose of computing the
percentage of shares of Common Stock owned by any other person.

** Represents less than one percent of the outstanding shares of Common Stock.

(1) Includes, where applicable, shares of Common Stock owned by such person's
minor children and spouse and by other related individuals or entities over
whose shares such person has custody.

(2) Includes the following shares of Common Stock which such persons had the
right to acquire within 60 days of the Record Date by the exercise of stock
options at prices ranging from $.28125 to $6.60 per share: Gilbert
Goldstein 165,000, William B. Kemper 100,000, Steven J. Borick 100,000,
Larry A. Mizel 133,333, Spencer I. Browne 360,205 and David D. Mandarich
630,244.

(3) Includes 5,000 shares held jointly by Mr. Mizel's wife and her brother and
sister, 1,115 shares owned by Mr. Mizel's minor children and 405,314 shares
of Common Stock with respect to which Mr. Mizel may be considered the
"beneficial owner," as defined under the Securities Exchange Act of 1934
(the "1934 Act"), because he is a beneficiary of certain trusts which own
all of the outstanding stock of CVentures, Inc., a corporation which
controls the voting of these shares of Common Stock. Mr. Mizel is a
director and officer of CVentures, Inc. Also includes 194,032 shares of
Common Stock owned by certain trusts for the benefit of Mr. Mizel and
certain members of his immediate family, over which shares Mr. Mizel does
not exercise voting control, although he has a limited power of appointment
allowing him to direct the trustee to gift all or a portion of such shares
to any person other than himself, members of his family or a creditor. Mr.
Mizel disclaims beneficial ownership of the 194,032 shares.

OTHER INFORMATION RELATING TO DIRECTORS

The following is a brief description of the business experience during at
least the past five years of each member and nominee for the Board of Directors
of the Company.

SPENCER I. BROWNE has served as President of the Company since May 1990, as
Chief Operating Officer of the Company since December 1989 and as Co-Chief
Operating Officer since September 1994. Mr. Browne has served in various other
capacities with the Company since February 1984. He also serves as an officer,
director, or both of some of the Company's subsidiaries, including Richmond. Mr.
Browne has served as president and chief executive officer of Asset Investors
Corporation ("Asset Investors"), a New York Stock Exchange-listed real estate
investment trust ("REIT") since August 1988 and as a director of Asset Investors
since September 1988. Mr. Browne has served as president, chief executive
officer and a director of Commercial Assets, Inc. ("Commercial Assets"), an
American Stock Exchange-listed REIT, since its organization in 1993. Asset
Investors and Commercial Assets are managed by an indirect, wholly owned
subsidiary of the Company. For additional information concerning Asset Investors
and Commercial Assets, see "Certain Relationships and Related Transactions"
below. Mr. Browne also serves on the boards of directors of M.D.C. Mortgage
Funding Corporation II, a wholly owned subsidiary of the Company, Asset
Investors Funding Corporation and Asset Investors Mortgage Funding Corporation,
both wholly-owned subsidiaries of Asset Investors, all of which have a class of
securities registered pursuant to Section 12 of the 1934 Act or are subject to
the requirements of Section 15(d) of the 1934 Act. Mr. Browne has been a
director of the Company since May 1990 and is a member of the Legal Committee.

HERBERT T. BUCHWALD has been a principal in the law firm of Herbert T.
Buchwald, P.A. and president and chairman of the board of directors of BPR
Management Corporation, a property management company located in Denver,
Colorado, for more than the past five years. Mr. Buchwald was appointed to the
Company's Board of Directors in March 1994 and is a member of the Audit
Committee.

STEVEN J. BORICK has been the president of Texakota, Inc., an oil and gas
exploration and development company, and a general partner in Texakota Oil
Company, a private oil and gas partnership, for more than the past five years.
He also is a director of Superior Industries International, Inc., a New York
Stock Exchange-listed manufacturer of automobile accessories, and Richmond
Homes, Inc. I, a wholly owned subsidiary of the Company (individually or
collectively with its subsidiaries, "Richmond Homes"). For additional
information concerning Richmond Homes and its relationship with the

Company, see "Certain Relationships and Related Transactions" below. Mr. Borick
has been a director of the Company since April 1987 and is a member of the Audit
Committee and chairman of the Compensation Committee.

DAVID D. MANDARICH was elected Co-Chief Operating Officer of the Company in
September 1994 and Executive Vice President - Real Estate in April 1993 and
appointed a director of the Company in March 1994. From April 1989 to April
1993, Mr. Mandarich served as a consultant to the Company. In April 1990, Mr.
Mandarich was elected as chairman of the board of directors of Richmond Homes.

LARRY A. MIZEL has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company for more than the past five years. Mr. Mizel
also serves as a director of Richmond Homes. Until its merger with KeyCorp on
February 27, 1995 (the "KeyCorp Merger") Mr. Mizel was the chairman of the board
of directors of OMNIBANCORP, a Denver based bank holding company, and its nine
wholly-owned subsidiary banks (collectively, "OMNIBANCORP"). Mr. Mizel also is
chairman of the board of directors of Asset Investors and Commercial Assets. Mr.
Mizel has been a director of the Company since founding the Company in January
1972 and is a member of the Legal Committee.

GILBERT GOLDSTEIN has been engaged in private law practice for more than the
past five years as the principal in the law firm of Gilbert Goldstein, P.C. See
"Certain Relationships and Related Transactions" below. Mr. Goldstein has been a
director of the Company since January 1976. Mr. Goldstein also is the chairman
of the Legal Committee and a member of the Compensation Committee.

WILLIAM B. KEMPER has been engaged in private real estate investments, real
estate development and property management since May 1982. Prior to May 1982, he
was president of Gold Crown, Inc., a real estate development company. Until the
KeyCorp Merger, Mr. Kemper served as a director of OMNIBANCORP and some of its
nine wholly-owned subsidiary banks. Mr. Kemper has been a director of the
Company since January 1972. He is chairman of the Audit Committee and is a
member of the Compensation Committee

INFORMATION CONCERNING THE BOARD OF DIRECTORS

The Audit Committee of the Board of Directors consists currently of Messrs.
Borick, Buchwald and Kemper. The Audit Committee met nine times during 1994. The
Audit Committee is chaired by Mr. Kemper and is responsible for reviewing and
approving the scope of the annual audit undertaken by the Company's independent
accountants and meets with them to review the progress and results of their work
as well as their resulting recommendations. The Audit Committee recommends to
the Board of Directors the appointment of, has direct access to and reviews the
fees of the Company's independent accountants. In connection with the internal
accounting controls of the Company, the Audit Committee reviews internal audit
procedures and reporting systems.

The Director of Internal Audit for the Company reports directly to the Audit
Committee on, among other things, the Company's compliance with certain Company
procedures which are designed to enhance management's consideration of all
aspects of major transactions involving the Company. The Audit Committee has
direct control over staffing and compensation of the internal audit department.
Additionally, the Audit Committee reviews annually the Company's Corporate Code
of Conduct. On at least a quarterly basis, the Company's Chief Financial Officer
reports directly to the Audit Committee on significant accounting issues, if
any.

The Compensation Committee currently consists of Messrs. Goldstein, Kemper
and Borick. During 1994, the Compensation Committee met ten times. The
Compensation Committee is chaired by Mr. Borick and is active in approving the
design of executive compensation plans, reviewing salaries, bonuses and other
forms of compensation for officers and key employees of the Company,
establishing salaries, benefits and other forms of compensation for new
employees and in other compensation and personnel areas as the Board of
Directors from time to time may request. For a discussion of the criteria
utilized and factors considered by the Compensation Committee in reviewing and
making recommendations with respect to executive compensation, see "Report of
the Compensation Committee" below.

The Company has no executive or nominating committees. Procedures for
nominating persons for election to the Board of Directors are contained in the
Company's Bylaws.

During 1994, the Board of Directors held 12 regularly scheduled board
meetings. The directors also considered Company matters and had numerous
communications with the Chairman of the Board of Directors and others wholly
apart from the formal meetings. In 1994, all of the Company's directors attended
at least 75% of the total number of meetings of the Board of Directors and of
the committees of the Board of Directors on which they served.

COMPENSATION

Each director who is not an officer of the Company is paid $3,000 per month
and $750 for each Board of Directors meeting and each meeting of the Audit and
Compensation Committees and is reimbursed for expenses related to his attendance
at Board of Directors and committee meetings.

Mr. Borick received fees of $1,500 per month and a lump sum payment of
$10,000 for services as a Richmond Homes director.

Mr. Kemper is covered by the Company's self-funded contributory medical plan
for which he pays 100% of the premiums. For the medical plan's fiscal year-ended
February 28, 1995, Mr. Kemper's premiums exceed the cost of claims paid by the
Company on Mr. Kemper's behalf.

EXECUTIVE OFFICERS

Set forth below are the names and offices held by the executive officers of
the Company as of the Record Date. The executive officers of the Company are
elected annually and hold office until their successors are duly elected and
qualified or until their resignation, retirement, death or removal from office.
Biographical information on Messrs. Mizel, Browne and Mandarich, who serve as
directors and executive officers of the Company, is set forth in "Election of
Directors" above. Biographical information on the other executive officers of
the Company is set forth below.

NAME OFFICES HELD AS OF THE RECORD DATE
- ------------------------ ----------------------------------------------------------

Larry A. Mizel Chairman of the Board of Directors and Chief Executive
Officer
Spencer I. Browne President, Co-Chief Operating Officer and a Director
David D. Mandarich Executive Vice President -- Real Estate, Co-Chief
Operating Officer and a Director
Paris G. Reece III Senior Vice President, Secretary, Treasurer, Chief
Financial Officer and Principal Accounting Officer
Michael Touff Vice President and General Counsel
John J. Heaney A Vice President

PARIS G. REECE III, 40, was elected as a Vice President of the Company in
August 1988, as Secretary in February 1990, as Chief Financial Officer of the
Company in June 1990, as Treasurer in September 1993 and as Senior Vice
President in September 1994. Mr. Reece also is an officer of most of the
Company's subsidiaries. Mr. Reece also is an Executive Vice President and the
Chief Financial Officer of Asset Investors and Commercial Assets. From November
1977 until August 1988, Mr. Reece was employed by Occidental Petroleum
Corporation, a New York Stock Exchange-listed company headquartered in Los
Angeles, California, where he served in various capacities in the corporate tax
department, most recently as the director of tax planning.

MICHAEL TOUFF, 50, was elected as a Vice President and General Counsel of
the Company in December 1994. From August 1992 through December 1994 he was an
officer in the law firm of

Ireland, Stapleton, Pryor & Pascoe, P.C.; and from February 1982 through August
1992 he was an officer of Holmes & Starr A Professional Corporation. During
1994, Ireland, Stapleton, Pryor & Pascoe, P.C. performed legal services for the
Company for which the Company paid such firm $233,904.

JOHN J. HEANEY, 46, was elected as a Vice President of the Company in May
1989 and is also an officer, director or both of some of the Company's
subsidiaries.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation received by the Chief
Executive Officer and the four other most highly paid executive officers for the
three fiscal years ended December 31, 1994.

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SHARES
------------------------ OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (#) COMPENSATION (3)
- ----------------------------------- ---- -------- -------- ----------------- ------------ -----------------

Larry A. Mizel, 1994 $540,000 $700,000(4) N/A 75,000 $2,310
Chairman of the Board of Directors 1993 $540,000 $300,000 $100,000(2) 350,000 $2,249
and Chief Executive Officer 1992 $540,000 $250,000 N/A 100,000 $ 800
Spencer I. Browne, 1994 $400,000 $700,000(4) N/A 75,000 $2,310
President, Co-Chief Operating 1993 $380,000 $300,000 N/A 350,000 $2,249
Officer and a Director 1992 $290,000 $250,000 N/A 100,000 $ 800
David D. Mandarich, 1994 $432,000 $700,000(4) N/A 75,000 $2,310
Co-Chief Operating Officer, 1993 $432,000 $300,000 N/A 350,000 $3,239
Executive Vice President -- Real 1992 $432,000 $250,000 N/A 100,000 $2,935
Estate (1) and a Director
Paris G. Reece III 1994 $162,000 $125,000 N/A 50,000 $2,310
Sr. Vice President, Secretary, 1993 $155,000 $110,000 N/A 0 $2,249
Treasurer, Chief Financial Officer 1992 $140,000 $85,000 N/A 0 $ 800
and Principal Accounting Officer
John J. Heaney, 1994 $108,000 $48,000 N/A 0 $2,310
a Vice President 1993 $102,000 $44,000 N/A 0 $2,226
1992 $100,000 $40,000 N/A 0 $ 800
<FN>
- ------------------------
(1) In 1989, the Company entered into a consulting agreement (the "Consulting
Agreement") with Mr. Mandarich. During the year ended December 31, 1992 and
through March 1993, the Consulting Agreement provided the terms of, among
other things, Mr. Mandarich's consulting responsibilites and compensation,
including salary, bonus, stock options and severance benefits as well as
certain indemnification, death and disability benefits. The Consulting
Agreement, together with the specific severance arrangement provided
therein, was terminated in connection with Mr. Mandarich's election as
Executive Vice President -- Real Estate in April 1993. Richmond Homes paid
$216,000 and $125,000 of Mr. Mandarich's consulting fees and bonus,
respectively, in 1992; and $216,000 and $150,000 of his consulting fees and
bonus, respectively, in 1993 for services rendered to Richmond Homes during
these periods.

(2) Amount represents a reimbursement for estimated additional income taxes to
be incurred by Mr. Mizel in future years in connection with the grant of
certain non-qualified stock options in prior years which were intended to
be granted as incentive stock options.
(3) The amounts disclosed in this column consist of contributions under the
Company's 401(k) Plan and, for the years 1993 and 1992, in the case of Mr.
Mandarich, Richmond Homes' 401(k) Plan.
(4) Payment of a portion of this bonus was deferred by the Committee until
March 16, 1995. In addition, 15% of this bonus was paid by issuing 22,105
shares of Common Stock valued at $4.75 per share, the closing price of the
Common Stock on the New York Stock Exchange on November 18, 1994, the date
the Compensation Committee of the Board of Directors determined the initial
amount and form of the bonuses.

N/A: Disclosure is not applicable under the Securities and Exchange Commission's
rules.

OPTION GRANTS IN LAST FISCAL YEAR

The table below provides information on option grants in fiscal 1994 to the
named executive officers.

POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
--------------------------- RATES OF STOCK
PERCENT OF PRICE
SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------
NAME (#)(1) FISCAL YEAR(2) ($/SH) DATE 5% 10%
- --------------------------- ---------- -------------- -------- ---------- ------- --------

Larry A. Mizel 75,000 14.0% $ 4.75 11/18/99 $98,425 $217,494
Spencer I. Browne 75,000 14.0% $ 4.75 11/18/99 $98,425 $217,494
David D. Mandarich 75,000 14.0% $ 4.75 11/18/99 $98,425 $217,494
Paris G. Reece III 50,000 9.3% $ 4.75 11/18/99 $65,617 $144,996
John J. Heaney 0 0 N/A N/A N/A N/A
<FN>
- ------------------------
(1) Options granted in 1994 are exercisable, 33 1/3% on May 18, 1995 and
cumulatively as to an additional 33 1/3% on each of November 18, 1995 and
1996. The closing price of the Common Stock on the New York Stock Exchange
on the date of grant was $4.75.
(2) The Company granted options representing 535,000 shares of Common Stock to
employees in fiscal 1994.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The table below provides information on option exercises in fiscal 1994 by
the named executive officers and the value of such officers' unexercised options
at December 31, 1994.

SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTION AT IN-THE-MONEY OPTIONS
ACQUIRED FISCAL YEAR END (1) AT FISCAL YEAR END(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- -------- -------- ----------- ------------- ----------- -------------

Larry A. Mizel (2) 0 N/A 519,191 391,670 $ 2,595,955 $ 1,958,350
Spencer I. Browne 0 N/A 360,205 391,670 1,801,025 1,958,350
David D. Mandarich 13,750 $74,765 630,244 391,670 3,151,220 1,958,350
Paris G. Reece III 0 N/A 37,500 50,000 187,500 250,000
John J. Heaney 0 N/A 3,750 0 18,750 0
<FN>
- ------------------------
(1) The closing price of the Common Stock on December 30, 1994 on the New York
Stock Exchange was $5.00.
(2) On February 2, 1995 and February 3, 1995, Mr. Mizel exercised options to
acquire 373,361 and 12,500 shares of Common Stock, respectively at exercise
prices ranging from $.28 to $.89 per share. The closing price of the Common
Stock on February 2, 1995 and February 3, 1995 was $5.75 per share.

(3) On March 17, 1995, Mr. Browne exercised options to acquire 24,375 shares of
Common Stock at an exercise price of $.28. The closing price of the Common
Stock on March 7, 1995 was $5.25.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE
ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN
WHOLE OR IN PART, THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE
PERFORMANCE GRAPHS SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILING.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the "Committee") of
the Company is comprised solely of non-employee directors and is responsible for
setting executive compensation policies and determining the compensation paid to
executive officers of the Company.

The Company's executive compensation programs are intended to enable the
Company to attract, retain and reward highly-qualified executives while
maintaining a strong and direct link between executive pay, the Company's
financial performance and total shareowner return. The Committee believes that
certain officers and other key employees should have a significant stake in the
Company's stock price performance under programs which link executive
compensation to shareowner return.

There are three main components of the executive compensation program at the
Company: base salaries, annual bonuses and stock-based long-term incentives. The
Committee believes that the Company has a highly-experienced executive team and
that success in its principal markets has the potential to make the Company a
target for other companies seeking proven executives. Furthermore, the Company's
management philosophy calls for maintaining relatively few middle management
employees in order to speed decision making and to operate more efficiently. As
a result of this philosophy, in 1994 and recent years, base salaries for the
Company's executive officers, including the Chief Executive Officer, have been
targeted and paid at or above the average rates paid by competitors to enable
the Company to retain its skilled executives. Nonetheless, the Committee
believes, based upon the studies of a major independent human resources
consulting firm retained by the Committee, that the Company's overall management
costs are lower than other, similarly-sized companies, including the companies
included in the Peer Group Index shown on the performance graphs below. Base
salaries are reviewed annually and are adjusted based on individual performance,
average salary increases in the industry and the going rate for similar
positions at comparable companies. The Chief Executive Officer received no
salary increases during 1994, 1993 or 1992. Mr. Mandarich received 50% of his
compensation for 1992 and 1993 from Richmond Homes for his services as Chairman
of the Board of Richmond Homes.

The Company engaged in a major debt reduction and restructuring plan which
was largely completed in 1991. Since 1991, the Company has built on the results
of that plan culminating in the completion of a $218 million private debt
offering in December 1993. This debt offering greatly enhanced the Company's
balance sheet and financial flexibility. The debt offering formed the foundation
for the Company's strong operating results in 1994, enabling the Company, among
other things to reinstate the payment of regular quarterly dividends for the
first time since September 1988.

As demonstrated in the Four Year Performance Graph below, the success of the
Company's debt reduction and restructuring plan is reflected in the Common
Stock's cumulative return to shareowners relative to the return of the S&P 500
and the Peer Group Index. This comparative performance was one factor considered
by the Committee in determining 1994 executive compensation. In addition, the
Committee took into account the executive officers' significant contribution to
the Company's revenues and operating profits, which were at the highest levels
since 1988 and 1986, respectively. In 1994, the Company earned $.94 per share
from operations on revenues of approximately $825 million, up 109% from the $.45
per share from operations on revenues of $652 million in 1993. In addition, the
Company closed 4,200 homes, up 26% from the 3,344 homes closed in 1993. These
near record-

breaking financial results were weighed heavily by the Committee in determining
the executive officers' total compensation for 1994. Additionally, the Committee
took into account the reinstatement in 1994 of quarterly dividends to
shareowners of $.02 per share.

The Company maintains an annual bonus program under which executive officers
and other key management employees have the opportunity to earn cash bonuses.
The bonus program is intended to motivate and reward officers and other
employees for the attainment of the Company's annual profit and other financial
performance goals, as determined by the Committee. Bonuses paid in 1994 were
based on the Company's simplification of its capital structure, reinstatement of
quarterly dividends and increases in operating income, home closings, gross
profit margins and revenues. Because the Company met or exceeded the 1994
performance goals for all of these performance criteria, the Committee
authorized the bonuses set forth in the Summary Compensation Table for the named
executive officers other than Messrs. Mizel, Browne and Mandarich.

In April 1994, the Committee adopted the M.D.C. Holdings, Inc. Executive
Officer Performance-Based Compensation Plan for years beginning in 1995.
However, the performance-based objectives outlined in this plan were utilized by
the Committee in determining cash bonus amounts for certain executive officers
in 1994. This plan, which was approved by the Company's shareowners, is designed
to (i) provide Messrs. Mizel, Browne and Mandarich, the Company's most senior
executives, annual incentive compensation based on achievement of specific
performance objectives linked to shareowner return; and (ii) meet the
requirements for exemption from limits on the ability of the Company to deduct
executive compensation. Bonuses for executive officers other than Messrs. Mizel,
Browne and Mandarich will be based on performance criteria and financial
measures contained in the Company's 1995 annual business plan.

Using the Executive Officer Performance-Based Compensation Plan as a guide
for 1994, based on the Company's outstanding financial performance, surpassing
of the Company's 1994 profit and other financial performance goals, the
reinstatement of quarterly dividends and the comparative performance of the
Common Stock as demonstrated on the Performance Graphs, the Company granted
Messrs. Mizel, Browne and Mandarich the bonuses set forth in the Summary
Compensation Table above. A portion of these bonuses was deferred by the
Committee until March 16, 1995. The Committee specified that 15% of the bonuses
for Messrs. Mizel, Browne and Mandarich as finally determined be paid in Common
Stock, valued at $4.75 per share, the closing price of the Common Stock price on
the New York Stock Exchange on November 18, 1994.

It is the Committee's practice periodically to grant stock options to
executive officers and other key management employees. The Committee believes
that stock options serve to link closely management and shareowner interests and
motivate executives to make long-term decisions and investments that will serve
to increase the long-term total return to shareowners. Vesting provisions also
serve to provide long-term incentives to retain key executive officers. Awards
of stock options for executive officers are intended to be consistent with
industry practice. When making grants of stock options, the Committee also
considers financial performance, shareowner dilution and past grant practices.
The specific criteria used for this purpose in 1994 were the reinstatement of
quarterly dividends and the increase in home closings, gross sales revenues,
gross margins and operating income. Because the Company met or exceeded the 1994
performance plan for all of these criteria, the Committee authorized the options
set forth in the Summary Compensation Table for the named executive officers.

CEO COMPENSATION

Mr. Mizel's compensation has been determined according to the principles
described above. Mr. Mizel's salary for 1994 was $540,000 which was the same
salary he has received since 1991. The Committee approved a bonus of $700,000
for Mr. Mizel for 1994 on the terms and conditions set forth in footnote 4 to
the Summary Compensation Table above. In addition, in 1994, the Committee
granted Mr. Mizel options to acquire 75,000 shares of Common Stock. The
Committee approved Mr. Mizel's total compensation based on the following factors
in order of importance to the Committee: (i) the Company's significantly
improved financial results for 1994 relative to both the Company's 1993

financial results and projections in its 1994 Strategic Business Plan; (ii) the
Company's comparative performance as reflected in the Performance Graphs; (iii)
the fact that Mr. Mizel's salary had remained the same for several years, and,
in fact, was reduced in 1991 by $60,000 per year; and (iv) the reinstatement of
the Company's quarterly dividends in 1994. The primary financial performance
improvement on which the Committee relied was the approximately 109% increase in
the Company's operating income per share from 1993 to 1994.

COMPENSATION COMMITTEE
Steven J. Borick, Chairman
Gilbert Goldstein
William B. Kemper

PERFORMANCE GRAPHS

Set forth below is a graph comparing the yearly change in the cumulative
total return of the Common Stock with the cumulative total return of the
Standard & Poor's 500 Stock Index and with that of a peer group over the
five-year period ending on December 31, 1994. During 1988, the Company initiated
a major debt reduction and restructuring plan which was largely completed in
1991. To reflect the results of this plan, a second graph has been provided
which compares the yearly change in the cumulative total return of the Common
Stock with the cumulative total return of the Standard & Poor's 500 Stock Index
and with that of the peer group for the four years following December 31, 1990.
It is assumed in the graphs that $100 was invested (i) in the Common Stock; (ii)
in the stock of the companies in the Standard & Poor's 500 Index; and (iii) in
the stocks of the peer group companies just prior to the commencement of the
period (December 31, 1989 in the first graph and December 31, 1990 in the second
graph) and that all dividends received within a quarter were reinvested in that
quarter. The peer group index is composed of the following peer companies:
Centex Corporation, PH Corporation, U.S. Home Corporation, Standard Pacific
Corp., The Ryland Group, Inc., Toll Brothers, Inc., Kaufman and Broad Home
Corporation, J.M. Peters Company, Inc., Lennar Corporation and UDC Homes Inc.

Note: The stock price performance shown on the following graphs is not
indicative of future price performance.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

S&P 500 PEER GROUP MDC

12/31/89 100.00 100.00 100.00
12/31/90 96.90 63.48 18.18
12/31/91 126.36 137.42 136.36
12/31/92 135.97 163.15 300.00
12/31/93 149.65 212.95 427.27
12/31/94 151.62 129.82 363.69

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

S&P 500 PEER GROUP MDC

12/31/90 100.00 100.00 100.00
12/31/91 130.40 200.15 750.00
12/31/92 140.32 228.93 1650.00
12/31/93 154.43 316.46 2350.00
12/31/94 156.46 191.05 2000.06

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board of Directors was comprised
of the following non-employee directors: Steven J. Borick (chairman), Gilbert
Goldstein and William B. Kemper. During fiscal 1994, Gilbert Goldstein, P.C., of
which Mr. Goldstein is the sole shareholder, performed services for the Company
in the ordinary course of business for which it received compensation from the
Company. For a discussion of the services provided and the compensation
received, see "Certain Relationships and Related Transactions" below.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal offices of the Company are located in approximately 69,900
square feet in a building owned by the Company. During 1994, and until the
KeyCorp Merger, Messrs. Mizel and Kemper were officers, directors, shareholders
or all three, and Messrs. Browne and Goldstein were shareholders, of
OMNIBANCORP, the holding company which previously owned Omnibank Southeast prior
to the KeyCorp Merger. Until the KeyCorp Merger, OMNIBANCORP was, and following
the KeyCorp Merger Key Banks of Colorado ("Key Bank") will be, a tenant of the
building. During 1994, OMNIBANCORP leased approximately 20,400 square feet in
the building for which it paid rent, including for parking, of approximately
$205,000, including retroactive rent adjustments. The lease entered into in
1975, which expires on May 31, 1995, provides Key Bank with the right to renew
the lease for up to 18 successive five-year periods at the lower of the current
lease rate or a "market value rental rate" (as defined in the lease). The
Company and certain of its subsidiaries maintain accounts in Omnibank Southeast,
currently a subsidiary of KeyCorp, which is located in the same building as the
Company.

Approximately 3,700 square feet in the building is leased by various
affiliates of Mr. Mizel for which they collectively paid rent, including for
parking, of approximately $45,000 in 1994.

During 1994, the Company paid Premier Building Group, Inc. ("Premier"), a
company in which Mr. Mandarich's brother-in-law is an owner and the vice
president, approximately $11,880,000 for plumbing, door and millwork services.

Effective October 1, 1994, the Company entered into a three-year agreement
with Gilbert Goldstein, P.C., of which Gilbert Goldstein, a director of the
Company, is the sole shareholder. Pursuant to the agreement, Mr. Goldstein acts
as a consultant to the Company on legal matters and, in return, the Company (i)
pays Mr. Goldstein's firm $14,000 per month for a minimum of 120 hours per month
in legal services; (ii) pays Mr. Goldstein's firm $150 per hour for services
performed in excess of 120 hours in any month; (iii) provides office space with
an estimated annual rental value of $15,600 in the Company's office building at
3600 South Yosemite Street; (iv) provides one full-time secretary (in 1994, this
secretary received an annual salary of $28,000 plus benefits); and (v)
reimburses actual expenses incurred related to services provided. The agreement
may be renewed at the option of Gilbert Goldstein, P.C. for two additional years
at $7,500 per month for up to 15 hours of services per week. From January 1,
1994 until October 1, 1994, Mr. Goldstein acted as a consultant to the Company
pursuant to a one-year agreement under which Mr. Goldstein's firm (i) was paid
$7,500 per month for up to 80 hours per month in legal services; (ii) was paid
$150 per hour for services performed in excess of 80 hours per month; and (iii)
received office space, expense reimbursement and secretarial services as under
the current agreement. Payment of $111,000 was made directly to Mr. Goldstein's
firm in 1994 in connection with the current and prior agreements.

During 1994, the Company paid to PageWorks + Tri Design ("PageWorks"), a
marketing and communications firm, approximately $275,000 for advertising and
marketing design services. PageWorks is owned by the brother-in-law of Mr.
Mizel.

In the ordinary course of its business, HomeAmerican has made loans to
certain officers and employees of the Company. Such loans were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features.

ASSET INVESTORS CORPORATION

Financial Asset Management Corporation ("Asset Management") is an indirect,
wholly owned subsidiary of the Company formed to provide advisory and management
services to Asset Investors. Asset Management has entered into a management
agreement (the "Asset Investors Management Agreement") with Asset Investors,
which was amended and renewed as of January 1, 1995. Pursuant to the Asset
Investors Management Agreement, Asset Management advises Asset Investors on
various facets of its business and manages its day-to-day operations, subject to
the supervision of Asset Investors' board of directors. As of the Record Date,
three of the five directors of Asset Investors were Independent Directors (as
defined in Asset Investors' Bylaws). Asset Management receives compensation,
based in large part on the performance of Asset Investors, for its management
services. During 1994, Asset Management earned management and CMO administration
fees of $575,000 and $1,374,000, respectively. Larry A. Mizel, Chairman of the
Board of Directors and Chief Executive Officer of the Company and Chairman of
the Board of Directors of Asset Investors, and Spencer I. Browne, President,
Co-Chief Operating Officer and a director of the Company and President, Chief
Executive Officer and a director of Asset Investors, are the beneficial owners
of 2.3% and 1.9%, respectively, of the outstanding common stock of Asset
Investors. In addition, the Company is the beneficial owner of approximately
1.3% of the outstanding shares of common stock of Asset Investors.

COMMERCIAL ASSETS, INC.

In August 1993, Asset Investors formed Commercial Assets to acquire and
manage a portfolio of ownership interests in commercial securitizations. As of
the Record Date, three of the five directors of Commercial Assets were
Independent Directors (as defined in Commercial Assets' Bylaws). In October
1993, Asset Investors distributed approximately 70% of the shares of Commercial
Assets to the Asset Investors shareowners as a dividend. Asset Investors owns
approximately 27% of the common stock of Commercial Assets. The Company
currently owns approximately 0.8% of Commercial Assets' outstanding common
stock. Asset Management has entered into a management agreement (the "Commercial
Assets Management Agreement") with Commercial Assets. Pursuant to the Commercial
Assets Management Agreement, Asset Management receives an incentive fee, which
is based on the performance of Commercial Assets, administration fees and fees
for other management services. The incentive fee is based on Commercial Assets'
income as determined under applicable provisions of the Internal Revenue Code.
Asset Management earned $942,000 in fees from Commercial Assets during 1994. As
of the Record Date, the Company, Mr. Mizel, the Chairman of the Board of
Directors of Commerical Assets, and Mr. Browne, President, Chief Executive
Officer and a director of Commercial Assets, were beneficial owners of .8%, 2.6%
and 2.2% respectively, of the outstanding common stock of Commercial Assets.

RICHMOND HOMES

In December 1989, the Company sold most of the real estate and related
assets used in its Colorado home building and land development operations and
certain other assets to Richmond Homes for notes, preferred stock and 45.1% of
the outstanding Richmond Homes common stock. Pursuant to agreements entered into
between the Company and Richmond Homes at that time, Richmond Homes also was
required to purchase certain additional property (the "Additional Property")
from the Company. At December 31, 1993, Richmond Homes had $142,781,000
principal amount of notes payable (including the RAHC Loan which is discussed
below) outstanding to the Company at interest rates, excluding contingent
interest (which generally accrued based on $1,500 per home closed up to 1,500
homes per year and $1,750 for each home closed in excess of 1,500 homes, not to
exceed an interest rate of 12% per annum), ranging from 0% to prime plus 2.5%
and maturity

dates ranging from January 1994 through December 2000. The notes were secured by
common stock, mortgages on property and other assets of Richmond Homes which had
an approximate book value of $127,000,000 at December 31, 1993.

On February 2, 1994, the Company acquired 35% of the outstanding shares of
Richmond Homes common stock (the only remaining shares of Richmond Homes not
then owned by the Company) from Messrs. Mizel and Mandarich. Messrs. Mizel and
Mandarich had purchased the shares in December 1989. In exchange for their
shares of Richmond Homes, Messrs. Mizel and Mandarich received an aggregate of
608,695 shares of MDC Common Stock based upon a value of the Richmond Homes
shares determined by a special committee of the Board of Directors which relied
on an independent appraisal. The Company now owns 100% of Richmond Homes. As of
the Record Date, Messrs. Mizel and Mandarich owed $559,920 and $280,080,
respectively, to the Company under unsecured promissory notes (the "Promissory
Notes") (which bear interest at 8%, payable annually in December, and which
mature in December 1999) which were issued to the Company in February 1994 in
exchange for an aggregate of $840,000 in notes held by the Company which were
executed by Messrs. Mizel and Mandarich in connection with their 1989 purchase
from the Company of the Richmond Homes shares. The Promissory Notes now provide
that Mr. Mizel and Mr. Mandarich pay the cash proceeds of the sale of any of the
405,739 and 202,956 shares of MDC Common Stock, respectively, to the Company to
the extent of the unpaid balances of the Promissory Notes, plus accrued but
unpaid interest thereon. The Company recognized interest income of $67,000 on
the Promissory Notes in 1994.

Between December 1989 and February 1994, Richmond Homes and the Company
entered into various other agreements, including agreements which outlined the
terms under which certain accrued and contingent liabilities and future
performance obligations with respect to the assets sold to Richmond Homes would
be shared between Richmond Homes and the Company. In addition, under written
arrangements for 1993, (i) the Company provided data processing services and
supplies to Richmond Homes, for which it charged Richmond Homes $162,000; (ii)
the Company provided certain administrative services (principally tax and legal
services) to Richmond Homes, for which it charged Richmond Homes $138,000; and
(iii) Richmond Homes provided certain construction management, warranty and
other services to the Company, for which it charged the Company $41,000. These
agreements were cancelled in February 1994 when Richmond Homes became a
wholly-owned subsidiary of MDC.

HOLDERS OF FIVE PERCENT OR MORE OF VOTING SHARES
OF THE COMPANY AND OWNERSHIP OF MANAGEMENT

The table below sets forth those persons known by the Company to have owned
beneficially 5% or more of the outstanding shares of Common Stock individually
and the number of shares beneficially owned by the Company's named officers
individually and by all of the Company's officers and directors as a group, each
as of the Record Date. The information as to beneficial ownership is based upon
statements furnished to the Company by such persons. Information with respect to
the beneficial

ownership of shares of Common Stock held by each of the directors of the
Company, one of whom beneficially owns more than 5% of the outstanding shares of
Common Stock, is set forth in "Election of Directors" above.

NUMBER OF SHARES
NAME AND ADDRESS OF COMMON STOCK PERCENT OF
OF BENEFICIAL OWNER (1) OWNED BENEFICIALLY CLASS (2)
- --------------------------------------------------------------------------------------------- ------------------ ------------

Manufacturers Life Insurance Company......................................................... 1,866,666(3) 9.89%
200 Bloor Street East
Toronto, Ontario, CANADA M4W 1E5
SC Fundamental Value Fund, L.P............................................................... 962,300(4) 5.10%
SC Fundamental Value BVI, Inc.
SC Fundamental, Inc.
712 Fifth Avenue
New York, New York 10019
Paris G. Reece III........................................................................... 61,667(5) *
3600 South Yosemite St., #900
Denver, Colorado 80237
John J. Heaney............................................................................... 39,946(5) *
3600 South Yosemite St., #900
Denver, Colorado 80237
All officers and directors as a group........................................................ 6,951,952 33.32%
(10 persons)
<FN>
- ------------------------
* Less than 1%.

(1) The address of Mr. Mizel, the director who beneficially owns more than 5%
of the outstanding shares of Common Stock (see "Election of Directors"
above), is 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237.

(2) In calculating the percentage of ownership, all shares of Common Stock
which the identified person or group had the right to acquire within 60
days of the Record Date, by the exercise of options are deemed to be
outstanding for the purpose of computing the percentage of the shares of
Common Stock owned by such person or group but are not deemed to be
outstanding for the purpose of computing the percentage of the shares of
Common Stock owned by any other person.

(3) Based upon information in a Schedule 13G filed with the Commission on
February 14, 1989, Manufacturers Life Insurance Company exercises sole
voting and dispositive power over all such shares.

(4) Based upon information in a Schedule 13D filed with the Commission July 20,
1994, the named beneficial owners hold shared voting and dispositive power
over all such shares.

(5) Includes the following shares of Common Stock which such persons had the
right to acquire within 60 days of the Record Date by the exercise of stock
options ranging in prices from $.28125 to $4.75 per share: Mr. Reece 54,167
and Mr. Heaney 3,750.

No change in control of the Company has occurred since the beginning of the
last fiscal year. The Company knows of no arrangement the operation of which
may, at a subsequent date, result in a change in control of the Company.

The Company's executive officers and directors are required under Section
16(a) of the 1934 Act to file initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company
with the Securities and Exchange Commission and the New York and Pacific Stock
Exchanges. Copies of those reports also must be furnished to the Company. Based

solely upon a review of the copies of reports furnished to the Company and
written representations that no other reports were required, the Company
believes that during the year ended December 31, 1994, such reports were filed
on a timely basis.

RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company, acting on the recommendation of the
Audit Committee, has selected the firm of Price Waterhouse LLP, independent
accountants, to examine the financial statements of the Company for the year
ending December 31, 1995. Price Waterhouse LLP has served as the Company's
independent accountants since 1989. A representative of Price Waterhouse LLP is
expected to be present at the Meeting and available to respond to appropriate
questions and, although Price Waterhouse LLP has indicated that no statement
will be made, an opportunity for a statement will be provided. This selection is
being submitted for ratification at the Meeting. The affirmative vote of the
holders of a majority of the shares of Common Stock present in person or
represented by proxy at the Meeting is required for such ratification. If the
shareowners do not ratify the selection of Price Waterhouse LLP if it should
decline to act or otherwise become incapable of acting or if its employment is
discontinued, the Board of Directors will appoint independent accountants for
fiscal 1995.

The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Price Waterhouse LLP as independent accountants for fiscal 1995.
Proxies solicited by the Board of Directors will be so voted unless shareowners
specify otherwise.

SHAREOWNER PROPOSAL FOR ELIMINATION OF STAGGERED TERMS FOR DIRECTORS

Shareowner proponents have stated that they intend to have the following
proposal and supporting statement presented at the Meeting. Approval of the
proposal requires the affirmative vote of the holders of a majority of the
shares represented in person or by proxy and entitled to vote at the Meeting.
The adoption of the proposal would not, in itself, cause the implementation of
the action called for by the proposal, but would simply constitute a
recommendation to the Board of Directors.

John J. Gilbert, the owner of 1,000 shares of Common Stock, and Margaret R.
Gilbert, the owner of 1,000 shares of Common Stock, both of 29 E. 64th St., New
York, NY 10021-7043 and Dan Fuhrman, the holder of 1,000 shares of Common Stock,
P.O. Box 110543, Aurora, CO 80042, have given notice that they intend to present
the following resolution at the Meeting:

"RESOLVED: "That the stockholders of M.D.C. Holdings, Inc., assembled in
annual meeting in person and by proxy, hereby request that the Board of
Directors take the needed steps to provide that at future elections of
directors new directors be elected annually and not by classes as is now
provided and that on expiration of present terms of directors their
subsequent election shall also be on an annual basis."

"REASONS Last year ARCO, to its credit, voluntarily ended their stagger
system of electing directors, stating that when a very high percentage,
34.6%, desired it to be changed to an annual election it was reason
enough for them to change it. Several other companies have also followed
suit such as: Pacific Enterprises, Katy Industry, Hanover Direct,
Campbell Soup and others."

"While the company now has done beautifully, nevertheless, it had
staggered under the stagger system of electing directors."

"Because of normal need to find new directors and because of
environmental problems and the recent avalanche of derivative losses and
many groups desiring to have directors who are qualified on the
subjects, we think that ending the stagger system of electing directors
is the answer. In addition, some recommendations have been made to carry
out the Valdez 10 points. The 11th, in our opinion, should be to end the
stagger system of electing directors and to have cumulative voting."

"Recently Equitable Life Insurance Company, which is now called
Equitable Companies, converted from a policy owned company to a public
stockholder meeting. Thanks to AXA, the comptrolling French insurance
company not wanting it they now do not have a staggered board."

"The Orange and Rockland Utility Company had a terrible time with the
stagger system and its 80% clause to recall a director. The chairman was
involved in a scandal affecting the company. Not having enough votes the
meeting to get rid of the chairman had to be adjourned. Finally, at the
adjourned meeting enough votes were counted to recall him."

"If you AGREE, please mark your proxy FOR this resolution; otherwise it
is automatically cast against it, unless you have marked to abstain."

THE BOARD OF DIRECTORS HAS CONSIDERED THIS PROPOSAL AND RECOMMENDS THAT
SHAREOWNERS VOTE AGAINST IT.

The Board of Directors believes that the election of directors by classes
enhances the continuity and stability of the Board of Directors and its
policies. When directors are elected by classes, a change in the composition of
the majority of the Board of Directors normally requires at least two shareowner
meetings instead of one. Board classification also is intended to encourage any
person seeking to acquire control of the Company to initiate such an action
through arm's length negotiations with management and the Board of Directors,
who are in the position to negotiate a transaction which is fair to all of the
Company's shareowners. In the aggregate, the current members of the Company's
Board of Directors have approximately 85 years of experience as directors of the
Company. The Board of Directors believes that the classified system of electing
directors makes it more likely that a Board of Directors with this level of
experience continues, facilitating the work of the Board of Directors, including
planning for the Company's future.

OTHER MATTERS

The Board of Directors of the Company has approved the dissemination of a
post meeting report to shareowners describing, among other things, the events
which take place at the 1995 Annual Meeting. The post meeting report was
requested by John J. and Margaret Gilbert, shareowners of the Company, at the
1992 Annual Meeting of Stockholders.

Management and the Board of Directors of the Company know of no matters to
be brought before the meeting other than as set forth above. However, if any
other matters are properly presented to the shareowners for action, it is the
intention of the proxy holders named in the enclosed proxy to vote in their
discretion on all matters on which the shares represented by such proxy are
entitled to vote.

SHAREOWNER PROPOSALS

Any proposal which a shareowner may desire to present at the 1996 Annual
Meeting of Shareowners must be received in writing by the Secretary of the
Company prior to December 29, 1995.

BY THE ORDER OF THE BOARD OF
DIRECTORS,

[SIGNATURE]
Larry A. Mizel
CHAIRMAN OF THE BOARD

M.D.C HOLDINGS, INC.
This Proxy Is Solicited By the Board of Directors
Proxy for Annual Meeting Of Shareowners - May 25, 1995

PROXY

The undersigned hereby appoints Larry A. Mizel, Spencer I. Browne and Paris
G. Reece III, or any one of them, as proxies or proxy for the undersigned,
each with full power of substitution and resubstitution, to attend the 1995
Annual Meeting of Shareowners and any adjournments or postponements thereof
and to vote as designated on the reverse side hereof, all the shares of
Common Stock of M.D.C. Holdings, Inc. held of record by the undersigned on
March 6, 1995. In their discretion, the proxies are hereby authorized to vote
upon such other business as may properly come before the Meeting and any
adjournments or postponements thereof.

1. Election of Directors, Nominees for two Class I Directors:

Herbert T. Buchwald and Spencer I. Browne

2. Ratification of Selection of Independent Accountants

3. A shareowner proposal to eliminate staggered terms for directors.

PLEASE SPECIFY YOUR CHOICE BY CLEARLY MARKING THE APPROPRIATE BOXES.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED ""FOR'' ITEMS 1.
AND 2. ABOVE AND ""AGAINST'' ITEM 3. ABOVE.

000001 SEE REVERSE SIDE

X Please mark your votes as in this example.

1. Election of Directors (see reverse)

FOR WITHHELD

// //

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ""FOR'' THE ELECTION OF MESSRS.
KLINE AND BROWNE.

For, except vote withheld from the following nominee:

2. Ratification of Independent Accountants

FOR AGAINST ABSTAIN
// // //

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE ""FOR'' THE RATIFICATION OF THE INDEPENDENT ACCOUNTANTS.

3. Shareowner proposal to eliminate staggered terms for
directors

FOR AGAINST ABSTAIN
// // //

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ""AGAINST'' THE PROPOSAL TO
ELIMINATE STAGGERED TERMS FOR DIRECTORS.

SIGNATURE(S)______________________________ _________________________
DATE
SIGNATURE(S)______________________________ _________________________
DATE

Please sign exactly as your name appears on this proxy. Joint owners should
each sign personally. If signing as attorney, executor, administrator,
trustee or guardian, please include your full title. Corporate proxies
should be signed by an authorized officer.