FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MANDARICH DAVID D (Last) (First) (Middle) 4350 S. MONACO STREET, SUITE 500 (Street) DENVER CO 80237 (City) (State) (Zip)	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 10% Owner X Officer (give title below) Other (specify below) President, COO and Director
	3. Date of Earliest Transaction (Month/Day/Year) 11/05/2008
	4. If Amendment, Date of 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

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	11/05/2008		M		75,000	A	$ 18.47	2,931,260	D
Common Stock $.01 Par Value	11/05/2008		S		75,000	D	$ 36.02 (1)	2,856,260	D
Common Stock $.01 Par Value								3,045	I	401(K) Plan (2)
Common Stock $.01 Par Value								943	I	By Son (3)

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

Non-Statutory Stock Option (right to buy) (4)

$ 18.47

11/05/2008

M

75,000

11/19/2002

11/19/2011

Common Stock $.01 Par Value

282,575

$ 0

207,575

D

Explanation of Responses:

1. Shares sold at an average sale price of $36.02 per share. See Table of Transactions attached hereto for details of sales.

2. Shares are held in Reporting Person's 401(k) Savings Plan account which changes on a daily basis.

3. Reporting Person disclaims beneficial ownership of these shares.

4. Granted on November 19, 2001 under the Company's 2001 Equity Incentive Plan. This option vests as to 25% of the shares covered thereby on November 19, 2002 and cumulatively as to an additional 25% on each of November 19, 2003, 2004 and 2005.

	David D. Mandarich	11/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-99

David D. Mandarich, November 5, 2008 Transactions Sold 720 shares at $35.54 Sold 500 shares at $35.55 Sold 600 shares at $35.56 Sold 100 shares at $35.57 Sold 100 shares at $35.57 Sold 200 shares at $35.58 Sold 396 shares at $35.59 Sold 300 shares at $35.60 Sold 1300 shares at $35.61 Sold 1100 shares at $35.62 Sold 400 shares at $35.63 Sold 200 shares at $35.63 Sold 400 shares at $35.64 Sold 500 shares at $35.64 Sold 100 shares at $35.65 Sold 200 shares at $35.65 Sold 600 shares at $35.65 Sold 400 shares at $35.65 Sold 1100 shares at $35.66 Sold 200 shares at $35.67 Sold 700 shares at $35.67 Sold 800 shares at $35.68 Sold 200 shares at $35.69 Sold 100 shares at $35.71 Sold 1400 shares at $35.72 Sold 200 shares at $35.73 Sold 500 shares at $35.74 Sold 100 shares at $35.75 Sold 100 shares at $35.76 Sold 200 shares at $35.77 Sold 100 shares at $35.78 Sold 300 shares at $35.78 Sold 100 shares at $35.79 Sold 600 shares at $35.80 Sold 100 shares at $35.81 Sold 100 shares at $35.86 Sold 1227 shares at $35.87 Sold 400 shares at $35.88 Sold 400 shares at $35.89 Sold 800 shares at $35.92 Sold 400 shares at $35.93 Sold 1000 shares at $35.94 Sold 200 shares at $35.94 Sold 1400 shares at $35.95 Sold 200 shares at $35.96 Sold 1758 shares at $35.96 Sold 3155 shares at $35.97 Sold 100 shares at $35.98 Sold 500 shares at $35.98 Sold 300 shares at $35.99 Sold 2400 shares at $35.99 Sold 200 shares at $36.00 Sold 7483 shares at $36.00 Sold 2700 shares at $36.01 Sold 1542 shares at $36.01 Sold 900 shares at $36.02 Sold 100 shares at $36.02 Sold 1831 shares at $36.02 Sold 200 shares at $36.03 Sold 796 shares at $36.03 Sold 200 shares at $36.04 Sold 109 shares at $36.04 Sold 4281 shares at $36.04 Sold 100 shares at $36.05 Sold 900 shares at $36.05 Sold 2001 shares at $36.06 Sold 200 shares at $36.07 Sold 213 shares at $36.07 Sold 391 shares at $36.08 Sold 400 shares at $36.08 Sold 1082 shares at $36.08 Sold 200 shares at $36.08 Sold 200 shares at $36.09 Sold 300 shares at $36.10 Sold 298 shares at $36.11 Sold 100 shares at $36.12 Sold 200 shares at $36.12 Sold 100 shares at $36.12 Sold 100 shares at $36.13 Sold 100 shares at $36.14 Sold 27 shares at $36.14 Sold 400 shares at $36.15 Sold 13 shares at $36.16 Sold 900 shares at $36.17 Sold 100 shares at $36.18 Sold 87 shares at $36.19 Sold 100 shares at $36.20 Sold 200 shares at $36.21 Sold 200 shares at $36.22 Sold 100 shares at $36.23 Sold 498 shares at $36.24 Sold 400 shares at $36.25 Sold 1500 shares at $36.26 Sold 400 shares at $36.27 Sold 3200 shares at $36.27 Sold 300 shares at $36.28 Sold 200 shares at $36.28 Sold 976 shares at $36.28 Sold 200 shares at $36.29 Sold 100 shares at $36.29 Sold 400 shares at $36.30 Sold 500 shares at $36.31 Sold 800 shares at $36.32 Sold 200 shares at $36.32 Sold 400 shares at $36.33 Sold 500 shares at $36.34 Sold 100 shares at $36.35 Sold 400 shares at $36.36 Sold 383 shares at $36.37 Sold 100 shares at $36.38 Sold 44 shares at $36.39 Sold 60 shares at $36.44 Sold 606 shares at $36.48 Sold 300 shares at $36.49 Sold 1000 shares at $36.49 Sold 500 shares at $36.50 Sold 511 shares at $36.50 Sold 189 shares at $36.52 Sold 274 shares at $36.53 Sold 126 shares at $36.55 Sold 511 shares at $36.56 Sold 112 shares at $36.57 Sold 200 shares at $36.57 Sold 200 shares at $36.58 Sold 200 shares at $36.61 75,000 total shares sold at an average sale price of $36.02