MDC HOLDINGS INC
15-12B, 1999-02-10
OPERATIVE BUILDERS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 15

         CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION
12(G)OF  THE  SECURITIES  EXCHANGE  ACT OF  1934 OR  SUSPENSION  OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.


                         Commission File Number 1-8951
                              --------------------

                              M.D.C. HOLDINGS, INC.

 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237, (303) 773-1100
   ------------------------------------------------------------------------
   (Address, including zip code, and telephone  number, including   area  code,
                of   registrant's principal executive offices)


                    11 1/8%  Senior  Notes  December  2003
                     8 3/4% Convertible  Subordinated  Notes due December 2005
                     6.64% Subordinated Fixed Rate Notes due April 1998
   -------------------------------------------------------------------------
               (Title of each class of securities covered by this Form)

                           Common Stock, $.01 par value
                      8 3/8% Senior Notes due February 2008
   -------------------------------------------------------------------------
           (Titles of all other classes of  securities  for which  a 
            duty  to file reports  under  section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                  Rule   12g-4(a)(1)(i)  |X|     Rule   12h-3(b)(1)(i)  |_|
                  Rule   12g-4(a)(1)(ii) |_|     Rule   12h-3(b)(1)(ii) |_|
                  Rule   12g-4(a)(2)(i)  |_|     Rule   12h-3(b)(2)(i)  |_|
                  Rule   12g-4(a)(2)(ii) |_|     Rule   12h-3(b)(2)(ii) |_|
                  Rule   15d-6           |_|


<PAGE>




         Approximate number of holders of record as of the certification or
notice date:     0

                                     ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
M.D.C. Holdings, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.





Date:    February 9, 1999                            By:  /s/ Daniel S. Japha
         ----------------                                ----------------------
                                                          Daniel S. Japha
                                                          Secretary


Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.





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