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                                                                     EXHIBIT 4.6

                            COMMITMENT AND ACCEPTANCE

         This Commitment and Acceptance (this "Commitment and Acceptance") dated
as of December 5, 2002, 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 $538,000,000 to
$593,000,000 Such increase in the Aggregate Commitment is to become effective on
December 5, 2002 (the "Increase Date"). In connection with such requested
increase in the Aggregate Commitment, Borrower, Administrative Agent, Guaranty
Bank ("Guaranty"), SunTrust Bank ("SunTrust") and Citicorp North America, Inc.
("Citicorp") hereby agree as follows:

         1. ACCEPTING BANK'S COMMITMENT. Effective as of the Increase Date, (a)
Citicorp shall become a party to the Credit Agreement as a Bank, shall have all
of the rights and obligations of a Bank thereunder, shall agree to be bound by
the terms and provisions thereof and shall thereupon have a Commitment under and
for purposes of the Credit Agreement in an amount equal to the amount set forth
opposite its name on the signature pages hereof, and (b) the Commitments of
Guaranty and SunTrust under the Credit Agreement shall be increased from
$50,000,000 and $25,000,000, respectively, to the amounts set forth opposite
their respective names on the signature pages hereof.

         2. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING BANK. Citicorp (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by Citicorp and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Commitment and Acceptance, (ii) agrees
that it will, independently and without reliance upon Administrative Agent or
any Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Bank, (v) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1, and (vi)
confirms that none of the funds, monies, assets or other consideration being
used to make the commitment and acceptance hereunder are "plan assets" as
defined under ERISA and



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that its rights, benefits and interests in and under the Loan Documents will not
be "plan assets" under ERISA.

         3. 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.

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

         5. NOTICES. For the purpose of notices to be given under the Credit
Agreement, the address of Citicorp (until notice of a change is delivered) shall
be the address set forth in Schedule 1.




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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

COMMITMENTS:

$55,000,000                         GUARANTY BANK

                                    By: /s/ RANDALL S. REID
                                        ----------------------------------------
                                    Name: Randall S. Reid
                                    Title: Vice President

$50,000,000                         SUNTRUST BANK

                                    By: /s/ W. JOHN WENDLER
                                        ----------------------------------------
                                    Name: W. John Wendler
                                    Title: Director

$25,000,000                         CITICORP NORTH AMERICA, INC.

                                    By: /s/ DAVID BOUTON
                                        ----------------------------------------
                                    Name: David Bouton
                                    Title: Vice President



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