UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
M.D.C. Holdings, Inc.
(Name of Issuer)
Common Stock
(Title and Class of Securities)
552 676 108
(CUSIP Number)
*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. 552 676 108 Page 2 of 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Manufacturers Life Insurance Company
IRS # 38-0788610
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,726,666
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,726,666
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,726,666
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6 %
12 TYPE OF REPORTING PERSON*
IC
Page 3 of 5 pages
Item 1(a) Name of Issuer:
MDC Holdings, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3600 South Yosemite Street
Suite 900, Denver, Colorado 80237
Item 2(a) Name of Person Filing:
The Manufacturers Life Insurance Company
Item 2(b) Address of Principal Business Office, or, if None,
Residence:
200 Bloor Street East
Toronto, Ontario
Canada M4W 1E5
Item 2(c) Citizenship:
Federal Canadian Corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
552 676 108
Item 3 Statement Filed Pursuant to Rule 13d-1 (b):
(c) The person filing is an Insurance Company as
defined in Section 3(a)(19) of the Act.
<PAGE>
Page 4 of 5 pages
Item 4 Ownership: (as of December 31, 1996)
(a) Amount Beneficially Owned ..................
1,726,666 shares of Common Shares
(b) Percent of Class ..... 9.6% of Common Shares
(c) Number of shares as to which person has:
(i) Sole Power to Vote or Direct
the Vote .................. 1,726,666
(ii) Shared Power to Vote or Direct
the Vote .................... 0
(iii) Sole Power to Dispose or to
Direct the Disposition of.. 1,726,666
(iv) Shared Power to Dispose or to
Direct the Disposition of.... 0
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Company:
N/A
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Page 5 of 5 pages
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 purposes or effect.
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.
THE MANUFACTURERS LIFE INSURANCE COMPANY
DATE: 2/11/97 By: /s/ Mark Schmeer
Name: Mark Schmeer
Title: Investment V.P. - U.S. Equities
