SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
M.D.C. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0622967
(State of incorporation or organization) (IRS Employer Identification No.)
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General
Instruction A (c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A. (c)(2), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8 3/8% Senior Notes due 2008 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The material set forth in the section captioned "Description of Notes" in the
Registrant's Prospectus and Prospectus Supplement (Registration No. 333-36631)
filed pursuant to Rule 424(b) of the Securities Act of 1933, is incorporated
herein by reference.
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Item 2. Exhibits
1.1 Underwriting Agreement dated January 23, 1998, among the Company and
Salomon Smith Barney, Salomon Brothers Inc. and Morgan Stanley & Co. as
Representatives (the "Representatives") of the several Underwriters
named therein, incorporated herein by reference to Exhibit 1.1 of the
Registrant's Registration Statement on Form S-3 (Commission File
No. 333-36631).
4.1. Certificate of Incorporation of the Registrant, as amended,
incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q dated June 30, 1987.
4.2. Bylaws of the Registrant, as amended, incorporated herein by reference
to the Registrant's Quarterly Report on Form 10-Q dated June 30, 1987.
4.3. Indenture dated January 28, 1998, by and between the Registrant and
U.S. Bank National Association, as trustee, incorporated herein by
reference to Exhibit 4.2(a) of the Registrant's Registration
Statement on Form S-3 (Commission File No. 333-36631).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registration has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 28th day of
January, 1998.
M.D.C. HOLDINGS, INC.
By /s/__________________
Daniel S. Japha
Secretary
