Exhibit No. 15


[LETTERHEAD OF PRICE WATERHOUSE L.L.P. APPEARS HERE]


August 15, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549



We are aware that M.D.C. Holdings, Inc. has included our reports dated
April 26, 1994 and July 26, 1994 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in the Prospectus constituting
part of its Registration Statement on Form S-3 to be filed on or about
August 15, 1994. We are also aware of our responsibilities under the 
Securities Act of 1933.

Yours very truly, 



Price Waterhouse L.L.P.