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<SEC-DOCUMENT>0000016859-01-500003.txt : 20010601
<SEC-HEADER>0000016859-01-500003.hdr.sgml : 20010601
ACCESSION NUMBER:		0000016859-01-500003
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010529
FILED AS OF DATE:		20010531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFC BANCORP LTD
		CENTRAL INDEX KEY:			0000016859
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				131818111
		STATE OF INCORPORATION:			A1
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		
		SEC FILE NUMBER:	001-04192
		FILM NUMBER:		1651524

	BUSINESS ADDRESS:	
		STREET 1:		17 DAME STREET
		STREET 2:		DUBLIN 2
		CITY:			IRELAND
		BUSINESS PHONE:		41228182999

	MAIL ADDRESS:	
		STREET 1:		17 DAME STREET
		STREET 2:		DUBLIN 2
		CITY:			IRELAND

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARBATAX INTERNATIONAL INC
		DATE OF NAME CHANGE:	19960603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NALCAP HOLDINGS INC
		DATE OF NAME CHANGE:	19950725
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>






                   U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON  D.C.  20549


                                 FORM  6-K


                      REPORT  OF  FOREIGN  PRIVATE  ISSUER
                   PURSUANT  TO  RULE  13A-16  OR  15D-16  OF
                    THE  SECURITIES  EXCHANGE  ACT  OF  1934


                       For  the  Month  of  MAY  2001


                              MFC  BANCORP  LTD.
           (Exact  Name  of  Registrant  as  specified  in  its  charter)

                        17 DAME STREET, DUBLIN 2, IRELAND
                                (35 31) 679 1688
         (Address and telephone number of Registrant's executive office)

(Indicate by check mark whether the Registrant files or will file annual reports
under  cover  of  Form  20-F  or  Form  40-F).

                      [X]  Form 20-F          [ ]  Form 40-F

(Indicate  by  check  mark  whether the Registrant by furnishing the information
contained  in  this  Form  is  also  thereby  furnishing  the information to the
Commission  pursuant  to  Rule  12g3-2(b)  under  the Securities Exchange Act of
1934).

                              Yes          No   X
                                  -----       -----

(If  "Yes"  is marked, indicate below the file number assigned to the Registrant
in  connection  with  Rule  12g3-2(b):  82-_________________).







<PAGE>



                                     [LOGO]


                                MFC BANCORP LTD.



                            2001 FIRST QUARTER REPORT
                                 TO SHAREHOLDERS



                                 MARCH 31, 2001



                           FORWARD-LOOKING STATEMENTS


The  statements in this report that are not based on historical facts are called
"forward-looking  statements"  within  the  meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
different  places  in  this  report  and  can  be  identified  by  words such as
"estimates",  "projects",  "expects",  "intends",  "believes", "plans", or their
negatives or other comparable words.  Also look for discussions of strategy that
involve  risks and uncertainties.  Forward-looking statements include statements
regarding  the  outlook for our future operations, forecasts of future costs and
expenditures, evaluation of market conditions, the outcome of legal proceedings,
the  adequacy  of  reserves, or other business plans. You are cautioned that any
such  forward-looking  statements  are  not guarantees and may involve risks and
uncertainties.  Our  actual  results  may  differ  materially  from those in the
forward-looking  statements  due  to  risks  facing  us  or  due to actual facts
differing  from the assumptions underlying our predictions.  Some of these risks
and  assumptions  include:

- -     general  economic  and  business conditions, including changes in interest
      rates;
- -     prices  and  other  economic  conditions;
- -     natural  phenomena;
- -     actions  by  government  authorities,  including  changes  in  government
      regulation;
- -     uncertainties  associated  with  legal  proceedings;
- -     technological  development;
- -     future  decisions  by  management  in  response  to  changing  conditions;
- -     our  ability  to  execute  prospective  business  plans;  and
- -     misjudgments  in  the  course  of  preparing  forward-looking  statements.

We  advise you that these cautionary remarks expressly qualify in their entirety
all  forward-looking  statements  attributable  to  us  or persons acting on our
behalf.

<PAGE>


                                MFC BANCORP LTD.

                            2001 FIRST QUARTER REPORT

President's  Letter  to  Shareholders:

We  are  pleased  to  enclose our results for the first quarter of 2001. Our net
earnings  in  the  first  three  months of 2001 increased by approximately 31.1%
compared  to  the  same  period  in  2000.  The  following table is a summary of
selected  financial  information  concerning  MFC  for  the  periods  indicated:

<TABLE>
<CAPTION>



<S>                            <C>                   <C>                 <C>            <C>

                                          Three Months Ended                Three Months Ended
                                               March 31,                         March 31,
                               -------------------  -------------------  -------------  --------
                                       2001                 2000              2001        2000
                               -------------------  -------------------  -------------  --------
                                      (U.S. Dollars in thousands       (Canadian Dollars in thousands
                                       except per share amounts)          except per share amounts)
                                           Information Only

Revenue                        $            27,895  $            19,031  $      44,002  $ 27,661
Net income                                   5,125                4,243          8,083     6,165
Net income per share:
 Basic                                        0.42                 0.35           0.67      0.51
 Diluted                                      0.40                 0.33           0.63      0.48

                                     March 31,          December 31,        March 31, December 31,
                                       2001                2000                2001       2000
                               -------------------  -------------------  -------------  --------
                                      (U.S. Dollars in thousands)     (Canadian Dollars in thousands)
                                            Information Only

Cash and cash equivalents      $             46,575  $            45,677  $      73,467  $ 68,524
Securities                                   55,174               53,582         87,032    80,384
Total assets                                188,806              221,346        297,823   332,063
Debt                                         23,634               23,611         37,280    35,421

</TABLE>



We  have  restated  our earnings per share data for the three months ended March
31,  2000 as a result of a change in the computation of earnings per share under
Canadian  generally  accepted  accounting  principles.  See  Note  3  to  our
consolidated financial statements for additional information with respect to the
computation  of  earnings  per  share.

MFC  is  a  financial  services  company  that  focuses on merchant banking.  We
provide  specialized banking and corporate finance services internationally.  We
advise  clients  on  corporate  strategy  and  structure,  including mergers and
acquisitions  and  capital  raising.  These activities are principally conducted
through our wholly-owned subsidiary, MFC Merchant Bank S.A., which is a licensed
full-service  Swiss bank based in Geneva, Switzerland and with an office located
in  Zurich, Switzerland which was opened in August 2000.  We also commit our own
capital  to  promising  enterprises  and  invest and trade to capture investment
opportunities  for  our  own  account. We seek to invest in businesses or assets
whose  intrinsic  value is not properly reflected in their share price or value.
Our proprietary investing is generally not passive and we seek investments where
our  financial  expertise  and  management  can either add or unlock value.  Our
operations  are  primarily  conducted  in  Europe  and  North  America.


<PAGE>


Our  banking  operations  require  substantially  less  regulatory  capital than
traditional  North  American  banks as the majority of its customer deposits are
placed  in the European fiduciary market.  Such placements are off-balance sheet
items which allow us to generate fee income without tying up significant amounts
of  capital.  This  is  in contrast to most North American banks, which generate
revenue  from  the  spread  between  the  cost of funds and the credit received.

In  May 2001, we opened a new office in Berlin, Germany.  The Berlin office will
assist  us  in  building  a  presence  in the merchant banking field in Germany.

We  have  established  a foundation for our financial services business and look
forward  to  continued  growth  during  the  remainder  of  2001.


                                                     Respectfully  submitted,

                                                     /s/  M.J.  Smith

                                                     M.J.  Smith
May  2001                                            President


<PAGE>




                                MFC BANCORP LTD.



                        CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                                   (UNAUDITED)



<PAGE>


                                MFC BANCORP LTD.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

<S>                                      <C>               <C>             <C>
                                          MARCH 31, 2001      MARCH 31,    DECEMBER 31,
                                         ----------------       2001           2000
                                          (U.S. DOLLARS)   --------------   ---------
                                         INFORMATION ONLY     (CANADIAN DOLLARS)
ASSETS
Cash and cash equivalents                $        46,575   $      73,467   $ 68,524
Securities                                        55,174          87,032     80,384
Loans                                             59,972          94,600    119,113
Receivables                                        7,879          12,429     20,321
Due from investment dealers                           75             118     13,510
Property held for development and sale             5,994           9,455      9,243
Excess cost of net assets acquired                10,590          16,705     17,032
Prepaid and other                                  2,547           4,017      3,936
                                         ----------------  --------------  ---------
                                         $       188,806   $     297,823   $332,063
                                         ================  ==============  =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
 Deposits                                $         7,602   $      11,992   $ 63,572
 Accounts payable and accrued expenses            14,575          22,990     16,155
 Debt                                             23,634          37,280     35,421
                                         ----------------  --------------  ---------
                                                  45,811          72,262    115,148

Minority interests                                 2,405           3,794      3,781

Shareholders' equity
 Common stock                                     41,553          65,545     65,138
 Cumulative translation adjustment                  (399)           (628)      (771)
 Retained earnings                                99,436         156,850    148,767
                                         ----------------  --------------  ---------
                                                 140,590         221,767    213,134
                                         ----------------  --------------  ---------
                                         $       188,806   $     297,823   $332,063
                                         ================  ==============  =========

</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>


                                MFC BANCORP LTD.

           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>



<S>                                      <C>       <C>        <C>
                                           2001      2001       2000
                                         --------  ---------  --------
                                     (U.S. DOLLARS) (CANADIAN DOLLARS)
                                    INFORMATION ONLY

Financial services revenue               $27,895   $ 44,002   $ 27,661

Expenses
 Financial services                       20,482     32,309     15,159
 General and administrative                1,703      2,687      4,887
 Interest                                    529        834      1,422
                                         --------  ---------  ---------
                                          22,714     35,830     21,468
                                         --------  ---------  ---------

Income before income taxes                 5,181      8,172      6,193
Provision for income taxes                   (48)       (76)        (9)
                                         --------  ---------  ---------
                                           5,133      8,096      6,184

Minority interests                            (8)       (13)       (19)
                                         --------  ---------  ---------
Net income                                 5,125      8,083      6,165
Retained earnings, beginning of period    94,311    148,767    109,604
                                         --------  ---------  ---------
Retained earnings, end of period         $99,436   $156,850   $115,769
                                         ========  =========  =========

Earnings per share
 Basic                                   $  0.42   $   0.67   $   0.51
                                         ========  =========  =========
 Diluted                                 $  0.40   $   0.63   $   0.48
                                         ========  =========  =========

Weighted average number of shares
 outstanding (in thousands)
 Basic                                    12,103     12,103     12,042
                                         ========  =========  =========
 Diluted                                  13,496     13,496     13,575
                                         ========  =========  =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>

                                MFC BANCORP LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>



<S>                                                <C>          <C>
                                                          MARCH 31,
                                                   -----------  --------
                                                         2001      2000
                                                   -----------  --------
Net income                                         $    8,083   $ 6,165
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation and amortization                          492       422

Changes in current assets and liabilities
   Securities                                            (752)     (613)
   Receivables                                          4,698     1,844
   Due from investment dealers                         13,289     4,896
   Properties held for development and sale              (139)      (23)
   Accounts payable and accrued expenses                7,655    (3,335)
   Other                                                 (191)      322
                                                   -----------  --------
                                                       33,135     9,678
Financing
   Net (decrease) increase in deposits                (50,545)   16,269
   Borrowings                                               -     7,271
   Issuance of shares                                     407         9
                                                   -----------  --------
                                                      (50,138)   23,549
Investing
   Net decrease (increase) in loans                    22,537    (7,533)
   Purchases of subsidiaries                                -      (612)
   Other                                                  (16)        7
                                                   -----------  --------
                                                       22,521    (8,138)

Exchange rate effect on cash and cash equivalents        (575)   (1,747)
                                                   -----------  --------
Net change in cash                                      4,943    23,342
Cash and cash equivalents, beginning of period         68,524    49,567
                                                   -----------  --------

Cash and cash equivalents, end of period           $   73,467   $72,909
                                                   ===========  ========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>


                                MFC BANCORP LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2001
                                   (UNAUDITED)


NOTE  1.  BASIS  OF  PRESENTATION

The  consolidated  financial statements contained herein include the accounts of
MFC  Bancorp  Ltd.  and  its  subsidiaries  (the  "Company").

The  interim  period consolidated financial statements have been prepared by the
Company  in  accordance  with Canadian generally accepted accounting principles.
The  preparation  of  financial  data  is  based  on  accounting  principles and
practices  consistent  with  those  used  in  the preparation of the most recent
annual  financial  statements,  except for the computation of earnings per share
(see  Note  3  below).  Certain  information  and  footnote  disclosure normally
included  in  consolidated  financial  statements  prepared  in  accordance with
generally  accepted accounting principles have been condensed or omitted.  These
interim  period statements should be read together with the audited consolidated
financial statements and the accompanying notes included in the Company's latest
annual  report  on  Form  20-F.  In  the  opinion  of the Company, its unaudited
interim  consolidated  financial statements contain all adjustments necessary in
order  to  present  a  fair  statement  of  the  results  of the interim periods
presented.

Certain  reclassifications  have  been  made  to  the  prior  period  financial
statements  to  conform  to  the  current  period  presentation.

NOTE  2.  NATURE  OF  BUSINESS

The  Company  is in the financial services business and its principal activities
focus  on  merchant  banking.

NOTE  3.  EARNINGS  PER  SHARE

The  Company  adopts the Canadian Institute of Chartered Accountants' Accounting
Handbook  Section  3500, "Earnings Per Share", which is applied for fiscal years
beginning on or after January 1, 2001.  All prior earnings per share information
presented  is  restated  to  conform  with  Accounting  Handbook  Section  3500.

Basic  earnings  per  share  is  computed by dividing income available to common
shareholders  by the weighted average number of common shares outstanding during
the  period.  The  computation  of  diluted  earnings  per  share  assumes  the
conversion,  exercise  or  contingent  issuance  of  securities  only  when such
conversion,  exercise  or  issuance would have a dilutive effect on earnings per
share.  The  dilutive  effect  of convertible securities is reflected in diluted
earnings  per  share  by  application of the "if-converted" method. The dilutive
effect  of  outstanding  call  options  and  warrants  and  their equivalents is
reflected  in  diluted  earnings  per share by application of the treasury stock
method.  Accordingly, as a result of the adoption of Accounting Handbook Section
3500,  effective  January  1,  2001  the computation of earnings per share under
Canadian  generally  accepted  accounting  principles  conforms  in all material
respects  with  the  computation  under  U.S.  generally  accepted  accounting
principles.


<PAGE>


Prior  to  the  adoption of Accounting Handbook Section 3500, the computation of
fully  diluted  earnings per share considered the dilutive effect of outstanding
call  options  and  warrants  and  convertible securities as if they were either
exercised  or  converted  at  the  beginning  of  the  period.

NOTE  4.  REPORTING  CURRENCY

The  Company  reports  its  results in Canadian dollars.  Certain amounts herein
have also been reported in U.S. dollars for reference purposes. Amounts reported
in  U.S.  dollars  have  been  translated  from  Canadian  dollars  at a rate of
U.S.$1.00 = Canadian $1.5774 as at March 31, 2001, being the period-end exchange
rate  as  required  by  Regulation  S-X  (the  accounting regulation of the U.S.
Securities  and  Exchange  Commission).


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

IN  THIS  DOCUMENT,  PLEASE  NOTE  THE  FOLLOWING:

- -    REFERENCES  TO  "WE",  "OUR",  "US" OR  "MFC" MEAN MFC BANCORP LTD. AND ITS
     SUBSIDIARIES UNLESS THE CONTEXT OF THE SENTENCE CLEARLY SUGGESTS OTHERWISE;
- -    ALL   REFERENCES  TO  MONETARY  AMOUNTS  ARE  IN  CANADIAN  DOLLARS  UNLESS
     OTHERWISE  INDICATED;  AND
- -    SELECTED  FINANCIAL  INFORMATION  HAS  BEEN  PROVIDED  IN  U.S. DOLLARS FOR
     INFORMATIONAL PURPOSES USING AN EXCHANGE RATE OF ONE CANADIAN  DOLLAR BEING
     EQUAL TO  U.S.$0.6340,  BEING  THE FEDERAL RESERVE BANK OF NEW YORK RATE OF
     CONVERSION FOR CANADIAN  DOLLARS TO  U.S. DOLLARS  AS  AT  MARCH  31, 2001.

The  following discussion and analysis of the financial condition and results of
our  operations  for  the  three  months  ended March 31, 2001 should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included elsewhere herein. Certain reclassifications have been made to our prior
period  financial  statements  to  conform  to  the current period presentation.

RESULTS  OF  OPERATIONS  -  THREE  MONTHS  ENDED  MARCH  31,  2001

In  the  three  months ended March 31, 2001, revenues increased to $44.0 million
from  $27.7 million in the comparable period of 2000, primarily due to increased
merchant  banking  activities.  Expenses increased to $35.8 million in the three
months ended March 31, 2001 from $21.5 million in the comparable period of 2000,
primarily  as  a  result of higher revenues. General and administrative expenses
decreased  to  $2.7  million  in the three months ended March 31, 2001 from $4.9
million  in  the  comparable period of 2000.  Interest expense decreased to $0.8
million  in  the  three  months  ended  March  31, 2001 from $1.4 million in the
comparable  period  of  2000.

In  the three months ended March 31, 2001, our net earnings were $8.1 million or
$0.67  per  share  on a basic basis ($0.63 per share on a diluted basis). In the
three  months  ended March 31, 2000, our net earnings were $6.2 million or $0.51
per  share  on  a  basic  basis  ($0.48  per  share  on  a  diluted  basis).


<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES

The  following  table  is a summary of selected financial information concerning
MFC  for  the  periods  indicated:

<TABLE>
<CAPTION>



<S>                         <C>              <C>                <C>         <C>
                                      U.S. DOLLARS                 CANADIAN DOLLARS
                            ---------------  -----------------  ----------  -------------
                                  MARCH 31,       DECEMBER 31,   MARCH 31,   DECEMBER 31,
                                       2001               2000        2001           2000
                            ---------------  -----------------  ----------  -------------
                                     (IN THOUSANDS)                 (IN THOUSANDS)
                                    INFORMATION ONLY
Cash and cash equivalents   $        46,575  $          45,677  $   73,467  $      68,524
Securities                           55,174             53,582      87,032         80,384
Total assets                        188,806            221,346     297,823        332,063
Debt                                 23,634             23,611      37,280         35,421

</TABLE>



We  maintain a high level of liquidity, with a substantial amount of assets held
in  cash  and cash equivalents, highly liquid marketable securities and customer
loans collateralized by marketable securities. The highly liquid nature of these
assets provides us with flexibility in managing our business and financing. This
liquidity  is  used by us in client related services where we act as a financial
intermediary  for third parties and in our own proprietary investing activities.

At March 31, 2001, our cash and cash equivalents were $73.5 million, compared to
$68.5  million  at  December  31, 2000.  At March 31, 2001, we had securities of
$87.0  million,  compared  to  $80.4  million  at  December  31,  2000.

OPERATING  ACTIVITIES

Operating  activities  provided  cash of $33.1 million in the three months ended
March  31,  2001, compared to $9.7 million in the comparable period of 2000.  In
the  three  months ended March 31, 2001, a decrease in receivables provided cash
of  $4.7  million, compared to $1.8 million in the comparable period of 2000.  A
decrease  in  amounts due from investment dealers as a result of the outsourcing
of  our  private  banking operations provided cash of $13.3 million in the three
months  ended  March 31, 2001, compared to $4.9 million in the comparable period
of  2000.  An increase in accounts payable and accrued expenses provided cash of
$7.7 million in the three months ended March 31, 2001, compared to a decrease in
same  using  cash  of  $3.3  million  in  the  comparable period of 2000.  A net
increase in securities used cash of $0.8 million in the current period, compared
to  $0.6  million  in  the  comparable  period  of  2000.  We expect to generate
sufficient  cash  flow from operations to meet our working capital requirements.

INVESTING  ACTIVITIES

Investing  activities  in the three months ended March 31, 2001 provided cash of
$22.5  million,  compared to using cash of $8.1 million in the comparable period
of  2000, primarily as a result of a net decrease of approximately $22.5 million
in  loans  during  the  current  period.


<PAGE>


FINANCING  ACTIVITIES

Financing  activities used cash of $50.1 million in the three months ended March
31,  2001,  compared to providing cash of $23.5 million in the comparable period
of  2000, primarily as a result of a net decrease of approximately $50.5 million
in  deposits  for  our  customers'  accounts during the current period primarily
resulting  from  the  outsourcing  of  our  private  banking  operations.

The  devaluation  of  the  Swiss  franc  relative  to  the  Canadian  dollar  by
approximately  1.9%  over  the period resulted in an unrealized foreign exchange
translation loss of $0.6 million on cash and cash equivalents, which is included
as  shareholder's  equity  in  our  balance  sheet  and  does not affect our net
earnings.

We  continue  to  explore  potential  acquisition  opportunities  as  a means of
expanding  our  business.  Such opportunities may involve acquisitions which are
material  in  size  and  may  require  the  raising  of  additional  capital.

FOREIGN  CURRENCY

Substantially  all  of our operations are conducted in international markets and
our consolidated financial results are subject to foreign currency exchange rate
fluctuations,  in  particular,  those  in  Switzerland.

We translate foreign assets and liabilities into Canadian dollars at the rate of
exchange on the balance sheet date.  Revenues and expenses are translated at the
average  rate  of  exchange  prevailing  during  the period. Unrealized gains or
losses  from  these  translations  are  recorded  as shareholders' equity on the
balance  sheet  and  do  not  affect  our  net  earnings.

As  a  substantial  amount  of  our  revenues  are received in Swiss francs, our
financial  position for any given period, when reported in Canadian dollars, can
be  significantly  affected  by  the  exchange  rate for Swiss francs prevailing
during  that  period.  In  addition,  certain  assets, liabilities, revenues and
expenses  are  denominated in U.S. dollars.  In the three months ended March 31,
2001,  we reported approximately a net $0.1 million foreign exchange translation
gain and, as a result, our cumulative foreign exchange translation loss at March
31,  2001  was  $0.6  million,  compared  to  $0.8 million at December 31, 2000.

Since  both principal sources of revenues and expenses of our banking subsidiary
are  in Swiss francs, we use derivatives to manage our foreign exchange exposure
with  respect  to  Swiss  francs  only.

Based  upon  the  period average exchange rate in the first quarter of 2001, the
Canadian dollar decreased by approximately 2.9% in value against the Swiss franc
and  approximately  4.9% in value against the U.S. dollar, compared to the first
quarter  of  2000.


<PAGE>


The  Company  reports  its  results in Canadian dollars.  Certain amounts herein
have also been reported in U.S. dollars for reference purposes. Amounts reported
in  U.S.  dollars  have  been  translated  from  Canadian  dollars  at a rate of
U.S.$1.00 = Canadian $1.5774 as at March 31, 2001, being the period-end exchange
rate  as  required  by  Regulation  S-X  (the  accounting regulation of the U.S.
Securities  and  Exchange  Commission).

The  depreciation  of the Canadian dollar by approximately 4.9% in value against
the  U.S.  dollar  from  U.S.$1.00 = Canadian $1.5002 as at December 31, 2000 to
U.S.$1.00  =  Canadian $1.5774 as at March 31, 2001 had an adverse impact on our
financial statements presented in U.S. dollars for informational purposes.  Such
a  depreciation  resulted  in  a  net  decrease in shareholders' equity when our
financial  statements  were  translated  into  U.S. dollars using the period-end
exchange  rate, even though we reported earnings in U.S. dollars of $5.1 million
in  the  current quarter.  As at May 25, 2001, the exchange rate was U.S.$1.00 =
Canadian  $1.5452.

CERTAIN  FACTORS

Our  results of operations may be materially affected by market fluctuations and
economic  factors.  In  addition,  our  results  of operations have been and may
continue  to  be affected by many factors of a global nature, including economic
and  market conditions, the availability of capital, the level and volatility of
equity  prices  and  interest  rates,  currency values and other market indices,
technological changes, the availability of credit, inflation and legislative and
regulatory  developments.  Our  results  of  operations  may  also be materially
affected  by  competitive  factors.  Competition  includes  firms  traditionally
engaged  in  financial  services  such  as  banks, broker-dealers and investment
dealers,  along  with  other  sources  such  as insurance companies, mutual fund
groups,  on-line  service  providers  and  other  companies  offering  financial
services  in  Europe  and  globally.

DERIVATIVE  INSTRUMENTS

Derivatives  are  financial instruments, the payments of which are linked to the
prices,  or relationships between prices, of securities or commodities, interest
rates,  currency  exchange  rates  or other financial measures.  Derivatives are
designed  to  enable  parties  to  manage  their  exposure to interest rates and
currency exchange rates, and security and other price risks.  We use derivatives
to  provide  products and services to clients and to manage our foreign exchange
exposure  for  our  own  account.

INFLATION

We do not believe that inflation has had a material impact on revenues or income
during  the  first  quarter  of  2001.  Because our assets to a large extent are
liquid  in  nature,  they are not significantly affected by inflation.  However,
increases  in inflation could result in increases in our expenses, which may not
be readily recoverable in the price of services provided to our clients.  To the
extent  inflation results in rising interest rates and has other adverse effects
on  capital  markets,  it  could  adversely  affect  our  financial position and
profitability.



<PAGE>


                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


Registrant              MFC  BANCORP  LTD.
                        -----------------------

By                      /s/  Michael  J.  Smith
                        -----------------------
                        MICHAEL J. SMITH, PRESIDENT


Date                    May  29,  2001
                        -----------------------





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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