UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.9 )*
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 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0 %
12 TYPE OF REPORTING PERSON*
IC
<PAGE>
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, 1997)
N/A
Item 5 Ownership of Five Percent or Less of a Class:
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
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>
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: 1/27/98 By: /s/ Mark Schmeer
Name: Mark Schmeer
Title: Investment V.P. - U.S. Equities
<PAGE>
