Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MIZEL LARRY A
   2. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC [MDC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)
4350 S. MONACO STREET, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005
(Street)

DENVER, CO 80237		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $.01 Par Value               5,251,202 D  
Common Stock $.01 Par Value 08/31/2005   P(1)   12,565 A $ 76.38 (1) 12,565 I Indirect Beneficial Ownership (1)
Common Stock $.01 Par Value               515,009 I Indirect Beneficial Ownership (2)
Common Stock $.01 Par Value               2,845 I 401(k) Plan (3)
Common Stock $.01 Par Value               1,357,064 I Shares Owned by Reporting Person's Spouse (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MIZEL LARRY A
4350 S. MONACO STREET
SUITE 500
DENVER, CO 80237		   X   X   Chairman of the Board and CEO  

Signatures

 Paris G. Reece III, Attorney-in-Fact   09/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Ari Capital Partners, LLLP acquired 12,565 shares of M.D.C. Holdings, Inc. common stock in connection with its redemption of its interest in an exchange fund. The shares were valued at $76.38 per share for the purpose of determining the number of shares distributable to it in connection with its redemption. Reporting Person is the sole limited partner in Ari Capital Partners, LLLP and the beneficiary of various trusts which own 50.6885% of the common stock of CVentures, Inc., the general partner of Ari Capital Partners, LLLP. Also, Reporting Person is a director and president of CVentures, Inc. and may be deemed to control the other 49.3115% of the common stock of CVentures, Inc. Deemed profits resulting from the application of Section 16(b) of the Securities Exchange Act of 1934 have been recovered by M.D.C. Holdings, Inc.
(2) Reporting Person may be deemed to be an indirect beneficial owner of these shares because his spouse owns all of the voting units in CLCD LLC, a limited liability company that owns these shares. In addition, he is the benefiticary of various trusts which own 50.6885% of the common stock of CVentures, Inc., a corporation which is the sole manager of CLCD LLC. Also, Reporting Person is a director and president of CVentures, Inc. and may be deemed to control the other 49.3115% of the common stock of CVentures, Inc.
(3) Shares are held in Reporting Person's 401(k) Savings Plan account which changes on a monthly basis.
(4) Shares are owned by the Reporting Person's spouse.

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