UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MDC Holdings, Inc.
__________________________________________
(Name of Issuer)
Common Stock
__________________________________________
(Title of Class of Securities)
55267610
__________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with the statement
/ /. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13G
CUSIP No. 55267610
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Premier Life Insurance Company
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH __________________________________________________
8 SHARED DISPOSITIVE POWER
0 shares
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
IC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP No. 55267610
SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Base Asset Trust 95-2155-625
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CORPORATION UNDER THE LAWS OF THE STATE OF CALIFORNIA
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
PERSON WITH N/A
__________________________________________________
7 SOLE DISPOSITIVE POWER
__________________________________________________
8 SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
N/A
_________________________________________________________________
12 TYPE OF REPORTING PERSON
IC, CO
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 55267610
SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aurora National Life Assurance Company
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH __________________________________________________
8 SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
IC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13G
CUSIP No. 55267610
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New California Life Holdings, Inc.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH ____________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________
8 SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13G
CUSIP No. 55267610
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAAF Vie, S.A.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES _____________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH _____________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH _____________________________________________
8 SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13G
CUSIP No. 55267610
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAAF Assurances, S.A.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES ______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH ______________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH ______________________________________________
8 SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1.
(a) Name of Issuer: MDC Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices:
3600 Yosemite Street, Suite 900
Denver, Colorado 80237
Item 2.
(a) Name of Person Filing: Aurora National Life Assurance
Company *
(b) Address of Principal Business Office or, if none, Residence:
11444 West Olympic Boulevard
Los Angeles, California 90064 *
(c) Citizenship: California
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 55267610
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) /X/ Insurance company as defined in section 3(a)(19) of the
Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) / / Group, in accordance with
Section 240.13d-1(b)(1)(ii)(H)
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
<PAGE>
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: N/A**
(b) Percent of Class: N/A
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote N/A
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition
of N/A
** See Exhibit 1 attached hereto.
Instruction: For computations regarding securities which represent
a right to acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /X/.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
/ /
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
See Exhibit 1 attached hereto for the identification and
classification of each of the Reporting Persons.
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below, I certify that to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
a purpose or effect.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Aurora National Life Assurance Company, as Trustee
for the Base Asset Trust, Aurora National Life Assurance Company,
New California Life Holdings, Inc., MAAF Vie, S.A. and MAAF
Assurances S.A.
Dated: February 7, 1994
PREMIER LIFE INSURANCE COMPANY
By: /S/ Kenneth R. O'Brien
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Premier Life Insurance Company, Aurora National
Life Assurance Company, New California Life Holdings, Inc. MAAF
Vie, S.A. and MAAF Assurances S.A.
Dated: February 3, 1994
AURORA NATIONAL LIFE ASSURANCE
COMPANY, AS TRUSTEE FOR THE
BASE ASSET TRUST
By: /S/ Nick Nucho
Acting Treasurer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Premier Life Insurance Company, Aurora National
Life Assurance Company, as Trustee for the Base Asset Trust, New
California Life Holdings, Inc., MAAF Vie, S.A. and MAAF Assurances S.A.
Dated: February 7, 1994
AURORA NATIONAL LIFE ASSURANCE COMPANY
By: /S/ Nick Nucho
Acting Treasurer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Premier Life Insurance Company, Aurora National
Life Assurance Company, as Trustee for the Base Asset Trust, Aurora
National Life Assurance Company, MAAF Vie, S.A. and MAAF Assurances S.A.
Dated: February 7, 1994
NEW CALIFORNIA LIFE HOLDINGS, INC.
By: /S/ Kenneth R. O'Brien
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Premier Life Insurance Company, Aurora National
Life Assurance Company, as Trustee for the Base Asset Trust, Aurora
National Life Assurance Company, New California Life Holdings, Inc.
and MAAF Assurances S.A.
Dated: February 7, 1994
MAAF VIE, S.A.
By: Kenneth R. O'Brien, pursuant
to a power of attorney previously
filed with the Securities and
Exchange Commission
By: /S/ Kenneth R. O'Brien
Title: Attorney-in-fact
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct and agree that this statement may be
filed jointly with Premier Life Insurance Company, Aurora National
Life Assurance Company, as Trustee for the Base Asset Trust, Aurora
National Life Assurance Company, New California Life Holdings, Inc.
and MAAF Vie, S.A.
Dated: February 7, 1994
MAAF ASSURANCES, S.A.
By: Kenneth R. O'Brien, pursuant
to a power of attorney previously
filed with the Securities and
Exchange Commission
By: /S/ Kenneth R. O'Brien
Title: Attorney-in-fact
EXHIBIT 1
* Information and classification for each of the other Reporting
Persons filing this Schedule 13G.
New California Life Holdings, Inc., 801 South Grand Avenue,
Suite 2200, Los Angeles, California 90017.
A Delaware corporation, filing as a Parent Holding Company, in
accordance with Section 240.13d-1(b)(ii)(G).
MAAF Vie, S.A., Chaban de Chauray, 79036 Niort, France.
A French corporation, filing as a Parent Holding Company, in
accordance with Section 240.13d-1(b)(ii)(G).
MAAF Assurances, S.A., Chaban de Chauray, 79036 Niort, France.
A French corporation, filing as a Parent Holding Company, in
accordance with Section 240.13d-1(b)(ii)(G).
**On September 3, 1993, Aurora National Life Assurance Company
("Aurora") acquired substantially all of the assets of Executive
Life Insurance Company ("ELIC"), assumed and reinsured
substantially all of ELIC's restructured insurance contracts and
assumed certain of ELIC's operational liabilities. Aurora was
designated by its parent, New California Life Holdings, Inc. ("New
California"), to be the entity to implement the foregoing
transactions in accordance with the terms of the Agreement of
Purchase and Sale in connection with the Rehabilitation of
Executive Life Insurance Company dated as of August 7, 1991, as
amended ("Rehabilitation Agreement"). Prior to the closing of the
transaction Premier Life Insurance Company, another subsidiary of
New California, had formerly been designated by New California to
undertake certain actions under the Rehabilitation Agreement.
In connection with the closing of the Rehabilitation Agreement
on September 3, 1993, Aurora acquired sole beneficial ownership of
the securities reported hereon.
