Exhibit 4.6


                              CERTIFICATE OF TRUST OF

                            MDC CAPITAL FUNDING TRUST I

     THIS Certificate of Trust of MDC Capital Funding Trust I (the "Trust"), 
dated January 8, 1999, is being duly executed and filed by First Chicago 
Delaware Inc., a Delaware corporation, as trustee, and Daniel S. Japha, as 
trustee, to form a business trust under the Delaware Business Trust Act (12 
DEL.C. Section  3801 ET SEQ.).

     1.   NAME.  The name of the business trust formed hereby is MDC Capital 
Funding Trust I.

     2.   DELAWARE TRUSTEE.  The name and business address of the trustee of 
the Trust in the State of Delaware is First Chicago Delaware Inc., 300 King 
Street, Wilmington, New Castle County, Delaware  19801.

     3.   EFFECTIVE DATE.  This Certificate of Trust shall be effective upon 
filing.



     IN WITNESS WHEREOF, the undersigned, being all of the trustees of the 
Trust, have executed this Certificate of Trust as of the date first-above 
written.

                                       FIRST CHICAGO DELAWARE INC.
                                          as trustee



                                       By:  /s/ Steven M. Wagner
                                          ---------------------------
                                          Name: Steven M. Wagner
                                               ----------------------
                                          Title: Vice President
                                                ---------------------


                                       /s/ Daniel S. Japha
                                       ------------------------------
                                       Daniel S. Japha
                                          as Trustee