Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
TOUFF MICHAEL
   2. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC [MDC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
3600 S. YOSEMITE STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
03/07/2005
(Street)

DENVER, CO 80237		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $.01 Par Value 03/07/2005   M   30,000 (1) A $ 15.36 115,433 (1) D  
Common Stock $.01 Par Value 03/07/2005   S   30,000 D $ 78.48 (2) 85,433 D  
Common Stock $.01 Par Value               16,448 (3) I 401(K) Savings Plan Account
Common Stock $.01 Par Value               9,516 (1) I IRA Rollover Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option (4) $ 15.36 (1) 03/07/2005   M     30,000 12/01/2001 12/01/2005 Common Stock $.01 Par Value 57,099 $ 0 27,099 D  
Non-Statutory Stock Option (5) $ 18.47 (1)             11/19/2002 11/19/2011 Common Stock $.01 Par Value 51,909   51,909 D  
Non-Statutory Stock Option (6) $ 21.39 (1)             11/18/2004 11/18/2007 Common Stock $.01 Par Value 23,595   23,595 D  
Non-Statutory Stock Option (7) $ 26.56 (1)             04/07/2005 04/07/2008 Common Stock $.01 Par Value 15,730   15,730 D  
Non-Statutory Stock Option (8) $ 44.68 (1)             11/17/2006 11/17/2013 Common Stock $.01 Par Value 21,450   21,450 D  
Non-Statutory Stock Option (9) $ 44.8 (1)             12/12/2006 12/12/2013 Common Stock $.01 Par Value 7,150   7,150 D  
Non-Statutory Stock Option (10) $ 59.18 (1)             11/22/2007 11/22/2014 Common Stock $.01 Par Value 39,000   39,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOUFF MICHAEL
3600 S. YOSEMITE STREET
SUITE 900
DENVER, CO 80237		       Senior Vice President  

Signatures

 Michael Touff   03/07/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All share amounts, exercise prices and option grants have been adjusted to reflect a 1.3 for 1 stock split on January 10, 2005.
(2) Shares sold at an average sales price of $78.4794 per share pursuant to a single sale order. See Table of Transactions attached hereto for details of sales.
(3) Shares are held in Reporting Person's 401(k) Savings Plan account which changes on a monthly basis.
(4) Granted on December 1, 2000 under the Company's Employee Equity Incentive Plan. This option vests as to 25% of the shares covered thereby on December 1, 2001 and cumulatively as to an additional 25% on each of December 1, 2002, 2003 and 2004.
(5) Granted on December 10, 2001 (effective November 19, 2001) under the Company's 2001 Equity Incentive Plan. This option vests as to 25% of the shares covered thereby on November 19, 2002 and cumulatively as to an additional 25% on each of November 19, 2003, 2004 and 2005.
(6) Granted on November 18, 2002 under the Company's Employee Equity Incentive Plan. This option vests as to 25% of the shares covered thereby on November 18, 2004; 25% of the shares covered thereby on November 18, 2005; and 50% of the shares covered thereby on November 18, 2006.
(7) Granted by Option Agreement executed April 11, 2003 under the Company's Employee Equity Incentive Plan. This option vests as to 25% of the shares covered thereby on April 7, 2005; 25% of the shares covered thereby on April 7, 2006; and 50% of the shares covered thereby on April 7, 2007.
(8) Granted on November 17, 2003 under the Company's 2001 Equity Incentive Plan. This option vests as to 20% of the shares covered thereby on November 17, 2006; and cumulatively as to an additional 20% on each of November 17, 2007, 2008, 2009 and 2010.
(9) Granted on December 12, 2003 under the Company's 2001 Equity Incentive Plan. This option vests as to 20% of the shares covered thereby on December 12, 2006; and cumulatively as to an additional 20% on each of December 12, 2007, 2008, 2009 and 2010.
(10) Granted on November 22, 2004 under the Company's 2001 Equity Incentive Plan. This option vests as to 20% of the shares covered thereby on November 22, 2007; and cumulatively as to an additional 20% on each of November 22, 2008, 2009, 2010 and 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.