EXHIBIT 10.15(a)
                                   "EXHIBIT A"
        FIRST AMENDMENT TO THE M.D.C. HOLDINGS, INC. 401(k) SAVINGS PLAN

WHEREAS, M.D.C. Holdings, Inc. (the "Company") established the M.D.C. Holdings,
Inc. 401(k) Savings Plan (the "Plan") originally effective on January 1, 1992,
and subsequently restated in the Key Trust Company PRISM(R) Prototype Retirement
Plan and Trust, effective July 1, 1998 as provided by the Trustee; and

WHEREAS, the Company, effective as of June 1, 2001, desires to amend the Plan to
allow for monthly entry dates; and

WHEREAS, the Company, effective as of June 1, 2001, desires to amend the Plan to
allow Participants to modify their deferral percentages on a monthly basis.

NOW, THEREFORE,

BE IT RESOLVED, effective June 1, 2001, Section B.6.d(ii) of the Adoption
Agreement is hereby amended to read as follows:

B.      BASIC PLAN PROVISIONS:

6.       ELIGIBILITY:

              d.           ENTRY DATES:

                           Upon completion of the eligibility requirements, an
                           Employee shall commence participation in the Plan
                           (select only one):

                           i        As soon as practicable under the payroll
                                    practices utilized by the Employer, and
                                    consistently applied to all Employees, or if
                                    earlier, the first day of the Plan Year.

                           ii   X   As of the first day of the month following
                               ---  the completion of the eligibility
                                    requirements.

                           iii      As of the earliest of the first day of the
                                    Plan Year, fourth, seventh or tenth month of
                                    the Plan Year next following completion of
                                    the eligibility requirements.

                           iv       As of the earliest of the first day of the
                                    Plan Year or seventh month of the Plan Year
                                    next following completion of the
                                    eligibility requirements.

                           v        As of the first day of the Plan Year next
                                    following completion of the eligibility
                                    requirements (may only be selected if the
                                    eligibility year of service requirement is 6
                                    months or less).


AND BE IT FURTHER RESOLVED, that effective as of June 1, 2001, the Company
amends the provisions of Item C.3 of the Adoption Agreement to provide as
follows:

C.       SECTION 401(k) PLAN PROVISIONS:


3.       CONTRIBUTION CHANGES:

                  a.           Participants may increase or decrease the amount
                               of contributions made to the Plan pursuant to a
                               Salary Reduction Agreement once each:

                               i            Plan Year
                                  ---

                               ii           Semi-annual period, based on the
                                  ---       Plan Year

                               iii          Quarter, based on the Plan Year
                                  ---
                               iv  X        Month
                                  ---
                                v           Other, as specified below (provided
                                  ---       that it is at least once per year):


AND BE IT FURTHER RESOLVED, that except as amended and restated herein, all
other provisions of the M.D.C. Holdings, Inc. 401(k) Savings Plan shall remain
effective as set forth in the original Adoption Agreement.

   EMPLOYER: M.D.C. HOLDINGS, INC.


   BY:                                                     DATE:
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   TRUSTEE: KEYBANK NATIONAL ASSOCIATION


   BY:                                                     DATE:
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