| 400 Burrard Street, Suite 1620 Vancouver, British Columbia Canada V6C 3A6 | |
August 29, 2014 | |
| T: 1.604.683.8286 F: 1.604.683.3205 www.mfcindustrial.com |
VIA EDGAR
SECURITIES ANDEXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Linda Cvrkel, Branch Chief
Dear Sirs/Mesdames:
| Re: | MFC Industrial Ltd. (the "Company") | |
| Form 20-F for the year ended December 31, 2013 (the "2013 20-F") | ||
| Filed March 31, 2014 | ||
| File No. 001-04192 |
The Company writes this letter in connection with the comment letter from the Securities and Exchange Commission (the "Commission") dated August 7, 2014, respecting the 2013 20-F, and theCompany's response thereto setforth in a letter dated August 29, 2014 from theCompany'scounsel, Sangra Moller LLP. The Companyacknowledges that:
| 1. | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; | ||
| 2. | the staff comments or changes to disclosure in responseto staff comments do not foreclose theCommissionfrom takingany action with respect tothe filing; and | ||
| 3. | the Companymay not assert staff comments as a defense inany proceeding initiated by theCommissionor any personunder the federal securities laws ofthe United States. | ||
Yours truly,
MFC INDUSTRIAL LTD.
| By: | /s/ Samuel Morrow |
| Samuel Morrow | |
| ChiefFinancial Officer |