Exhibit 99.2

                           INDEMNIFICATION AGREEMENT


     AGREEMENT made this ____ day of June, 1994, by and among Larry A. Mizel,
David D. Mandarich (the "Selling Stockholders") and M.D.C. Holdings, Inc.
("MDC").

     WHEREAS, the Selling Stockholders were issued 608,695 shares (the 
"Registrable Shares") by MDC pursuant to the transactions contemplated by that
certain Option Agreement among MDC and the Selling Stockholders dated
December 6, 1993, as amended December 20, 1993 (the "Option Agreement"); and

     WHEREAS, MDC, as required by the Option Agreement, intends to file a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), covering the sale of the Registrable 
Shares by the Selling Stockholders; and

     WHEREAS, the Option Agreement contemplates that MDC indemnify the
Selling Stockholders in connection with the registration and sale of the
Registrable Shares;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, MDC and the Selling Stockholders agree as follows:

     1.  Each Selling Stockholder covenants and agrees with MDC that:

         (a) he will cooperate with MDC in connection with the preparation
of the Registration Statement and, for so long as MDC is obligated to keep the
Registration Statement effective, he will provide to MDC for use in the
Registration Statement, all such information as may be necessary to enable MDC
to prepare the Registration Statement and Prospectus covering the Registrable
Shares and to maintain the currency and effectiveness thereof.

         (b) during such time as he may be engaged in a distribution of the
Registrable Shares, he will comply with all federal and state securities laws 
and regulations including without limitation, Rules 10b-2, 10b-6 and 10b-7 
promulgated under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") and pursuant thereto will, among other things: (i) not engage
in any stabilization activity in connection with the securities of MDC in
contravention of such Rules; (ii) distribute the Registrable Shares solely in
the manner described in the Registration Statement; and (iii) not bid for or
purchase any securities of MDC or attempt to induce any person to purchase any
securities of MDC other than as permitted by the Exchange Act.

     2.  MDC will indemnify and hold each Selling Stockholder against any 
losses, claims, damages or liabilities, joint or

 
several, to which such Selling Stockholder may become subject, insofar as 
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or (b)
any omission or alleged omission to state therein a material fact required 
to be stated therein or necessary to make the statements therein not
misleading or (c) any violation of any federal or state securities law, rule
or regulation thereunder committed by MDC in connection therewith; and MDC
will reimburse such Selling Stockholder for any legal or other expenses 
reasonably incurred by him in connection with investigating or defending any 
such loss, claim, damage or liability; provided, however, that MDC will not 
be liable in any such case to the extent that any such loss, claim, damage, 
liability or expense arises out of or is based upon any actual or alleged
statement in, or actual or alleged omission from, the Registration Statement
made by MDC in reliance upon and in conformity with written information
furnished to MDC by or on behalf of such Selling Stockholder for use in 
connection with the preparation of the Registration Statement.

     3.  Each Selling Stockholder will indemnify and hold harmless MDC and
each of its directors or officers and each person, if any, who controls MDC
within the meaning of the Securities Act or the Exchange Act (the "MDC
Indemnified Parties"), against any losses, claims, damages, or liabilities,
joint or several to which the MDC Indemnified Parties may become subject, 
insofar as such losses, claims, damages or liabilities (or actions in 
respect thereof) arise out of or based upon (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance
upon and in conformity with written information furnished to MDC by or on
behalf of such Selling Stockholder for use in connection with the 
preparation of the Registration Statement; or (b) any violation of any
federal or state securities laws or regulations by the Selling Stockholders
in connection with the registration, distribution or sale of the 
Registrable Shares and such Selling Stockholder will reimburse such MDC
Indemnified Parties for any legal or other expenses reasonably incurred by 
them in connection with investigating or defending any such loss, claim,
damage or liability.

                                      -2-


     IN WITNESS WHEREOF, MDC and the Selling Stockholders have executed this
Agreement as the date first written above.

     M.D.C. HOLDINGS, INC.



     By: _________________________
         Name: ___________________   
         Title: __________________

    
     SELLING STOCKHOLDERS:


     _____________________________
     Larry A. Mizel



     _____________________________
     David D. Mandarich


                                      -3-