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                                                                    EXHIBIT 4.10

                            COMMITMENT AND ACCEPTANCE

         This Commitment and Acceptance (this "Commitment and Acceptance") dated
as of January 8, 2003, is entered into among the parties listed on the signature
pages hereof. Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to them in the Credit Agreement (as defined
below).

                             PRELIMINARY STATEMENTS

         Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of July 30, 2002, by and among M.D.C. Holdings, Inc., as
Borrower, Bank One, NA, as Administrative Agent, and the Banks that are parties
thereto (as the same may from time to time be amended, modified, supplemented or
restated, in whole or in part and without limitation as to amount, terms,
conditions or covenants, the "Credit Agreement").

         Pursuant to Section 2.5(d) of the Credit Agreement, Borrower has
requested an increase in the Aggregate Commitment from $593,000,000 to
$600,000,000 Such increase in the Aggregate Commitment is to become effective on
January 8, 2003 (the "Increase Date"). In connection with such requested
increase in the Aggregate Commitment, Borrower, Administrative Agent, and
Wachovia Bank, N.A. ("Accepting Bank") hereby agree as follows:

         1. ACCEPTING BANK'S COMMITMENT. Effective as of the Increase Date, the
Commitment of Accepting Bank under the Credit Agreement shall be increased from
$50,000,000 to the amount set forth opposite its name on the signature pages
hereof.

         2. REPRESENTATION OF BORROWER. Borrower hereby represents and warrants
that as of the date hereof and as of the Increase Date, no event or condition
shall have occurred and then be continuing which constitutes a Default or
Unmatured Default.

         3. GOVERNING LAW. This Commitment and Acceptance shall be governed by
the internal law, and not the law of conflicts, of the State of Illinois.



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         IN WITNESS WHEREOF, the parties hereto have executed this Commitment
and Acceptance by their duly authorized officers as of the date first above
written.


                                    BORROWER:

                                    M.D.C. HOLDINGS, INC.

                                    By: /s/ JOHN J. HEANEY
                                        ----------------------------------------
                                    Name: John J. Heaney
                                    Title: Senior Vice President

                                    ADMINISTRATIVE AGENT:

                                    BANK ONE, NA, as ADMINISTRATIVE AGENT

                                    By: /s/ ALLISON L. CRAYNE
                                        ----------------------------------------
                                    Name: Allison L. Crayne
                                    Title: Associate

COMMITMENT:

$57,000,000                         WACHOVIA BANK, N.A.

                                    By: /s/ TIM POTTS
                                        ----------------------------------------
                                    Name: Tim Potts
                                    Title: Vice President




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