Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Stephens John Martin
 2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2012		 3. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC [MDC]
(Last)
(First)
(Middle)
4350 S. MONACO STREET, SUITE 500		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, CFO, PAO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DENVER, CO 80237		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock $.01 Par Value (1) 10,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option (right to buy) (2) 02/01/2015 02/01/2022 Common Stock $.01 Par Value 75,000 $ 20.41 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stephens John Martin
4350 S. MONACO STREET
SUITE 500
DENVER, CO 80237		       SVP, CFO, PAO  

Signatures

John M. Stephens 02/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Shares of restricted stock granted February 1, 2012 for no cash consideration under the Company's 2011 Equity Incentive Plan and the 2011 Restricted Stock Agreement form. The restrictions will lapse as to 25% of the shares on each of February 1, 2013, 2014, 2015 and 2016.
(2) Granted February 1, 2012 under the Company's 2011 Equity Incentive Plan and the 2011 Stock Option Agreement form. This option vests as to 33-1/3% of the shares covered thereby on each of February 1, 2015, 2016 and 2017. This option was granted at the February 1, 2012 market close price.
 
Remarks:
Exhibit List:  Exhibit 24, Power of Attorney

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