OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2010
Estimated average burden
hours per response. . . . . . . . 10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___________)*

Minefinders Corporation Ltd.


Common Stock

602900102


December 31, 2010

Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:

Rule 13d-1(b) X
Rule 13d-1(c)
Rule 13d-1(d)

*The remainder of this cover page shall be filled
out for a reporting person's initial filing on
this form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the disclosures
provided in a prior cover page.

The information required in the remainder of
this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act
(however, see the Notes).

Persons who respond to the collection of information
contained in this form are notrequired to respond
unless the form displays a currently valid OMB control
number.

SEC 1745 (3-06) Page 1 of 6 pages





CUSIP No. 602900102


1. Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

	Beutel, Goodman & Company Ltd.

2. Check the Appropriate Box if a Member
of a Group (See Instructions)

	(a)

	(b)


3. SEC Use Only :


4. Citizenship or Place of Organization:
	Ontario, Canada

5. Number of Sole Voting Power:
	5,088,155

6. Shares Beneficially by Shared Voting Power:
    	0


7. Owned by Each Reporting Sole Dispositive Power:
   	5,198,005


8. Person With Shared Dispositive Power:
    	0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
	5,198,005

10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):


11. Percent of Class Represented by Amount in Row (9):
	6.5252


12. Type of Reporting Person (See Instructions):
	IA


Page 2 of 6 pages






INSTRUCTIONS FOR SCHEDULE 13G


Instructions for Cover Page

(l) Names and I.R.S. Identification Numbers of Reporting
Persons-Furnish the full legal name of each person for whom
the report is filed-i.e., each person required to sign the
schedule itself-including each member of a group. Do not
include the name of a person required to be identified in
the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure
of such numbers is voluntary, not mandatory (see SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G below).

(2) If any of the shares beneficially owned by a reporting
person are held as a member of a group and that membership
is expressly affirmed, please check row 2(a). If the
reporting person disclaims membership in a group or describes
a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is
a joint filing pursuant to Rule 13d-1(k)(1) in which case
it may not be necessary to check row 2(b)].

(3) The third row is for SEC internal use; please leave blank.

(4) Citizenship or Place of Organization-Furnish citizenship
if the named reporting person is a natural person. Otherwise,
furnish place of organization.

(5)-(9), (11) Aggregate Amount Beneficially Owned By Each
Reporting Person, Etc.-Rows (5) through (9) inclusive, and

(11) are to be completed in accordance with the provisions
of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially
owned in row (9) does not include shares as to which beneficial
ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4]
under the Securities Exchange Act of 1934.

(12) Type of Reporting Person-Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:

Category Symbol

Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO

Notes:

Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.

Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1)
by appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page
item or items provide all the disclosure required by the schedule item.

Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being
considered as filed for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that
section of the Act.

Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank
forms available from the Commission, printed or typed facsimiles,
or computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the Commission
is authorized to solicit the information required to be supplied
by this schedule by certain security holders of certain issuers.

Page 3 of 6 pages





Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners
of certain equity securities. This statement will be made a matter
of public record. Therefore, any information given will be available
for inspection by any member of the public.

Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership
of securities.

Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal
action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

GENERAL INSTRUCTIONS

A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later than
February 14 following the calendar year covered by the statement or
within the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later
than February 14 following the calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).

B. Information contained in a form which is required to be filed
by rules under section 13(f)(15 U.S.C. 78m(f)) for the same
calendar year as that covered by a statement on this schedule may
be incorporated by reference in response to any of the items of
this schedule. If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.

C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.

	(a) Name of Issuer Minefinders Corporation Ltd.

	(b) Address of Issuer's Principal Executive Offices:

		Ste. 2288 - 1177 W. Hastings St.,
		Vancouver, B.C.   V6E 2K3

Item 2.

(a) Name of Person Filing: Beutel, Goodman & Company Ltd.

(b) Address of Principal Business Office
	20 Eglinton Avenue West, Suite 2000,
	Toronto, Ontario M4R 1K8  Canada

(c) Citizenship Beutel Goodman is a:
	 Canadian incorporated company

(d) Title of Class of Securities:
	 Common Stock

(e) CUSIP Number:  602900102



Item 3.

If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:

(a) Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b) Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).

(c) Insurance company as defined in section 3(a)(19) of the
 Act (15 U.S.C. 78c).

(d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E); X

(f) An employee benefit plan or endowment fund in accordance
 with 240.13d-1(b)(1)(ii)(F);

(g) A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);

(h) A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);


Page 4 of 6 pages




(j) Group, in accordance with 240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1 as at December 31, 2010.

(a) Amount beneficially owned:  5,198,005

(b)Percent of class: 6.5252

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 5,088,155

(ii) Shared power to vote or to direct the vote -.

(iii) Sole power to dispose or to direct the disposition of: 5,198,005

(iv) Shared power to dispose or to direct the disposition of -.

All of the shares reported in the statement are owned by
investment advisory clients of Beutel Goodman.  In its
role as investment adviser, Beutel Goodman has voting
power with respect to these shares as indicated above.

Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d-3(d)(1).


Item 5.

Ownership of Five Percent or Less of a Class

Not applicable


Item 6.

Ownership of More than Five Percent on Behalf
of Another Person.

The shares of Common Stock reported in this statement are
owned by investment advisor clients of Beutel Goodman and
such clients have the right to receive dividends from and
proceeds from their sales of such shares.
To Beutel Goodman 's knowledge, the interest of no one of
these clients relates to more than 5% of the class.


Item 7.

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company

Not applicable


Item 8.

Identification and Classification of Members of the Group

Not applicable


Item 9. Notice of Dissolution of Group

Not applicable


Item 10. Certification

(a) The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):

Page 5 of 6 pages



By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.

(SIGNATURE)


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Date:		January 12, 2011

Signature ________________________________

Name/Title:  	Michael James Gibson, Managing Director,
		Operations and Chief Compliance Officer


The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a
person by his authorized representative other than an
executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf
of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated
by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.

NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See 240.13d-7 for other parties
for whom copies are to be sent.

Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

Page 6 of 6 pages