As filed with the Securities and Exchange Commission on February ______, 2004
                                                          Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         MOUNTAIN PROVINCE DIAMONDS INC.
             (Exact name of Registrant as specified in its charter)

            British Columbia, Canada                   Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
       Incorporation or organization)

                   Suite 465, 3633 E. Inland Empire Boulevard
                            Ontario, California 91764
                     Address of Principal Executive Offices

             Mountain Province Diamonds Inc. 1998 Stock Option Plan
                           (Full titles of the plans)
                                 Jan Vandersande
                   Suite 465, 3633 E. Inland Empire Boulevard
                            Ontario, California 91764
                     (Name and address of agent for service)
                                 (909) 466-1411
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                             Paul C. MacNeill, Esq.
                                  MacNeill Law
                         950 - 1055 West Georgia Street
                   Vancouver, British Columbia, Canada V6E 3P3
                                 (604) 639-1180

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                 <C>                        <C>                           <C>                         <C>
 -----------------------------------------------------------------------------------------------------------------------------------

 Title of Each Class of             Amount to         Proposed Maximum Offering      Proposed Maximum Aggregate        Amount of
 Securities to be Registered(1)   be Registered          Price Per Share(4)               Offering Price(4)          Registration
                                                                                                                        Fee(4)
 -----------------------------------------------------------------------------------------------------------------------------------
 Common Shares subject to
 outstanding options                1,367,858                US$1.02 (2)                   US$1,400,511.49             US$177.45
 Common Shares not subject to
 outstanding options                1,387,342                US$1.90(3)                    US$2,635,949.80             US$333.98

 Total                           2,755,200 shares                                          US$4,036,461.29             US$511.43
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(2)  Based on the average  exercise price of options  granted under the Mountain
     Province  Diamonds Inc. 1998 Stock Option Plan, as amended,  outstanding as
     of the date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the Registrant's  common shares on February 11, 2004, as
     quoted on the NASD Over-the-Counter Bulletin Board ("OTCBB"), which was US$
     1.90 per share.
(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs  purposes by the Federal  Reserve  Bank of New York on February 12,
     2004. On such date the noon buying rate was Cdn.$ 1.00=US$ 0.7583.

--------------------------------------------------------------------------------

<PAGE>

This  registration  statement on Form S-8  registers  common  shares of Mountain
Province Diamonds Inc. (the  "Registrant") to be issued pursuant to the exercise
of options or rights  granted  under the Mountain  Province  Diamonds  Inc. 1998
Stock Option Plan, amended.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a)  The Registrant's  Annual Report on Form 20-F for the fiscal year ended
          March 31, 2003,  filed with the Securities and Exchange  Commission on
          August 19, 2003;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as  amended,  since the end of the
          fiscal year  covered by the annual  report  incorporated  by reference
          herein pursuant to (a) above; and

     (c)  The  description of the  Registrant's  common shares  contained in the
          Registrant's  current report on Form 6-K filed with the Securities and
          Exchange  Commission on February 17, 2003,  including any amendment or
          report filed for the purpose of updating such report.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended,  after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold shall be deemed to be incorporated by reference  herein and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

The  Registrant's  Articles of Amalgamation  provide that the Registrant  shall,
subject to the  limitations  contained  in the Company Act  (British  Columbia),
indemnify  all  directors  and  officers of the  Registrant.  Section 128 of the
Company  Act  (British  Columbia)  provides  in part that a company may with the
approval of the court,  indemnify a person who is a director or former  director
of the company or is a director or former director of a corporation of which the
company  is  or  was  a  shareholder,   and  the  person's  heirs  and  personal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by the  person,  including  an amount  paid to  settle  an  action or  satisfy a
judgment in a civil,  criminal or  administrative  action or proceeding to which
the person is made a party because of being or having been a director, including
an action brought by the company or corporation, if

     (a) the  person  acted  honestly  and in good faith with a view to the best
     interests of the corporation of which the person is or was a director, and


     (b) in the case of a criminal or administrative  action or proceeding,  the
     person had reasonable  grounds for believing that the person's  conduct was
     lawful.

The Registrant's Articles of Amalgamation provide that subject to the provisions
of the Company Act (British Columbia), the Registrant may indemnify a present or
former director or officer of the Registrant or of another  corporation of which
the   Registrant  is  or  was  a   shareholder,   and  his  heirs  and  personal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a judgment, actually and

<PAGE>

reasonably  incurred  by him,  including  an amount  paid to settle an action or
satisfy a judgment in a civil,  criminal or administrative  action or proceeding
to which he is made a party by reason of his position provided that the director
or officer acted honestly and in good faith with a view to the best interests of
the corporation in respect of which he held the position,  and, in the case of a
criminal or  administrative  action or proceeding,  had  reasonable  grounds for
believing that his conduct was lawful.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

Exhibit Number  Exhibit
4.1             Mountain  Province  Diamonds  Inc.  1998  Stock  Option  Plan,
                  as Amended September 27, 2002
5.1             Opinion and Consent of MacNeill Law
23.1            Consent of MacNeill Law (included in Exhibit 5.1)
23.2            Consent of KPMG LLP
24.1            Power of Attorney (included in signature page)

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b)  if, in the  aggregate,  the  changes  in volume and price
               represent  no more  than a 20%  change in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.

          (iii)to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

<PAGE>

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934, as amended, (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to section
     15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended)  that  is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

<PAGE>


                                   Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 19th day of February, 2004.

MOUNTAIN PROVINCE DIAMONDS INC.

By:/s/ "Jan Vandersande"
-----------------------------------------------------------
Name: Jan Vandersande
Title:   President and CEO

By:/s/ "Elizabeth J. Kirkwood"
-----------------------------------------------------------
Name:    Elizabeth J. Kirkwood
Title:   Chairman of the Board, Corporate Secretary and Chief Financial Officer
         (Principal Financial Officer and Accounting Officer)

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
<S>                                                       <C>                                              <C>
--------------------------------------------------------- ------------------------------ -----------------------------

                       Signature                                      Title                          Date
--------------------------------------------------------- ------------------------------ -----------------------------

/s/ "Jan Vandersande"                                     President, CEO and Director    February 19, 2004
--------------------------------------------              (Authorized U.S.
Jan Vandersande                                           Representative)



/s/ "Elizabeth J. Kirkwood"                               Chairman of the Board,         February 19, 2004
--------------------------------------------              Corporate Secretary and
Elizabeth J. Kirkwood                                     Chief Financial Officer



/s/                                                       Director                       February        , 2004
--------------------------------------------
Carl Verley


/s/ "David Whittle"                                       Director                       February 19, 2004
--------------------------------------------
David Whittle


/s/ "Harry W. Dobson"                                     Director                       February 19, 2004
--------------------------------------------
Harry W. Dobson


/s/ "Jonathan Comerford"                                  Director                       February 19, 2004
--------------------------------------------
Jonathan Comerford
--------------------------------------------------------- ------------------------------ -----------------------------
</TABLE>

The Plan

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada
on February 19, 2004.

Mountain Province Diamonds Inc. 1998 Stock Option Plan

By:  /s/ "Jan Vandersande"
     ---------------------------------------------------------
     Jan Vandersande
     President, CEO and Director

By:  /s/ "Elizabeth J. Kirkwood"
     ---------------------------------------------------------
     Elizabeth J. Kirkwood
     Chairman of the Board, Corporate Secretary and Chief Financial Officer


<PAGE>


                                Power of Attorney

         Each person whose signature appears below constitutes and appoints Jan
Vandersande and Elizabeth J. Kirkwood, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                                           <C>                                               <C>
--------------------------------------------------------- ------------------------------ -----------------------------
                 Signature                    Title                                             Date

/s/ "Jan Vandersande"                         President, CEO and Director                       February 19, 2004
------------------------------------          (Authorized U.S. Representative)
Jan Vandersande

/s/ "Elizabeth J. Kirkwood"                   Chairman of the Board,                            February 19, 2004
------------------------------------          Corporate Secretary and
Elizabeth J. Kirkwood                         Chief Financial Officer

/s/                                           Director                                          February        , 2004
------------------------------------
Carl Verley

/s/ "David Whittle"                           Director                                          February 19, 2004
------------------------------------
David Whittle

/s/ "Harry W. Dobson"                         Director                                          February 19, 2004
------------------------------------
Harry W. Dobson

/s/ "Jonathan Comerford"                      Director                                          February 19, 2004
------------------------------------
Jonathan Comerford

</TABLE>

<PAGE>


                                  Exhibit index
Exhibit Number  Exhibit
4.1             Mountain  Province  Diamonds  Inc.  1998  Stock  Option  Plan,
                  as Amended September 27, 2002
5.1             Opinion and Consent of MacNeill Law
23.1            Consent of MacNeill Law (included in Exhibit 5.1)
23.2            Consent of KPMG LLP
24.1            Power of Attorney (included in signature page)


<PAGE>


                         MOUNTAIN PROVINCE DIAMONDS INC.


                                STOCK OPTION PLAN


                             dated November 26, 1998

                          (AMENDED SEPTEMBER 27, 2002)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>       <C>                                                                                                  <C>
ARTICLE 1 DEFINITIONS AND INTERPRETATION........................................................................1
     1.1     Definitions........................................................................................1
     1.2     Choice of Law......................................................................................2
     1.3     Headings...........................................................................................2

ARTICLE 2 PURPOSE AND PARTICIPATION.............................................................................2
     2.1     Purpose............................................................................................2
     2.2     Participation......................................................................................3
     2.3     Notification and Award.............................................................................3
     2.4     Copy of Plan.......................................................................................3
     2.5     Limitation.........................................................................................3

ARTICLE 3 TERMS AND CONDITIONS..................................................................................4
     3.1     Board to Issue Shares..............................................................................4
     3.2     Number of Shares...................................................................................4
     3.3     Term of Option.....................................................................................4
     3.4     Termination of Option..............................................................................4
     3.5     Exercise Price.....................................................................................4
     3.6     Additional Terms...................................................................................5
     3.7     Assignment of Options..............................................................................5
     3.8     Adjustments........................................................................................5
     3.9     Approvals..........................................................................................5

ARTICLE 4 EXERCISE OF OPTION....................................................................................6
     4.1     Exercise of Options................................................................................6
     4.2     Issue of Share Certificates........................................................................6
     4.3     Condition of Issue.................................................................................6

ARTICLE 5 ADMINISTRATION........................................................................................6
     5.1     Administration.....................................................................................6
     5.2     Interpretation.....................................................................................6
     5.3     Status of Options granted under Previous Plans.....................................................7

ARTICLE 6 AMENDMENT AND TERMINATION.............................................................................7
     6.1     Prospective Amendment..............................................................................7
     6.2     Retrospective Amendment............................................................................7
     6.3     Termination........................................................................................7
     6.4     Agreement..........................................................................................7

</TABLE>

<PAGE>

                                STOCK OPTION PLAN
                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

As used  herein,  unless  there is  something  in the subject  matter or context
inconsistent  therewith,  the following  terms shall have the meanings set forth
below:

     (a)  "Administrator"  means,  initially,  the  secretary of the Company and
          thereafter  shall mean such director or senior  officer or employee of
          the Company as may be  designated as  Administrator  by the Board from
          time to time.

     (b)  "Award  Date"  means the date on which the board  awards a  particular
          Option.

     (c)  "Board" means the board of directors of the Company.

     (d)  "British Columbia Company Act" means the British Columbia Company Act,
          R.S.B.C. 1996, c.62 and any amendments thereto.

     (e)  "Company"  means  Mountain  Province  Diamonds  Inc.,   including  its
          affiliates, as defined in the British Columbia Company Act.

     (f)  "Director" means any individual  holding the office of director of the
          Company.

     (g)  "Employee"  means any  individual  regularly  employed  on a full-time
          basis  by  the  Company  or any of its  subsidiaries  and  such  other
          individuals  as may,  from time to time, be permitted by the rules and
          policies  of  the  applicable  Regulatory  Authorities  to be  granted
          options as employees or as an equivalent thereto.

     (h)  "Exercise  Notice"  means the notice  respecting  the  exercise  of an
          Option,  in the form set out as Schedule "B" hereto,  duly executed by
          the Option Holder.

     (i)  "Exercise  Period" means the period  during which a particular  Option
          may be exercised  and is the period from and  including the Award Date
          through to and including the Expiry Date.

     (j)  "Exercise  Price"  means the price at which an Option may be exercised
          as determined in accordance with paragraph 3.5.

     (k)  "Expiry Date" means the date  determined in accordance  with paragraph
          3.3 and after which a particular Option cannot be exercised.

     (l)  "Market  Value"  means the  market  value of the  Company's  Shares as
          determined in accordance with paragraph 3.5.

     (m)  "Option" means an option to acquire  Shares,  awarded to a Director or
          Employee pursuant to the Plan.


<PAGE>

     (n)  "Option  Certificate"  means the  certificate,  in the form set out as
          Schedule "A" hereto, evidencing an Option.

     (o)  "Option Holder" means a Director,  Employee or Other Person, or former
          Director,  Employee or Other Person,  who holds directly or indirectly
          through  a wholly  owned  holding  company  or  registered  retirement
          savings plan an unexercised and unexpired Option or, where applicable,
          the Personal Representative of such person.

     (p)  "Other  Persons" means other persons who provide  ongoing  services to
          the Company and who are entitled to receive options therefor  pursuant
          to the rules of the Regulatory Authorities.

     (q)  "Plan" means this stock option plan.

     (r)  "Personal Representative" means:

          (i)  in  the  case  of a  deceased  Option  Holder,  the  executor  or
               administrator of the deceased duly appointed by a court or public
               authority having jurisdiction to do so; and

          (ii) in the case of an Option  Holder  who for any reason is unable to
               manage his or her affairs,  the person  entitled by law to act on
               behalf of such Option Holder.

     (s)  "Regulatory Authorities" means all stock exchanges and other organized
          trading  facilities on which the  Company's  Shares are listed and all
          securities  commissions or similar securities regulatory bodies having
          jurisdiction  over the Company.

     (t)  "Share" or  "Shares"  means,  as the case may be,  one or more  common
          shares without par value in the capital stock of the Company.

1.2  Choice of Law

The Plan is established under and the provisions of the Plan shall be subject to
and  interpreted  and construed in  accordance  with the laws of the Province of
British Columbia.

1.3  Headings

The  headings  used  herein are for  convenience  only and are not to affect the
interpretation of the Plan.

                                   ARTICLE 2
                            PURPOSE AND PARTICIPATION

2.1  Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism
to  attract,  retain  and  motivate  qualified  Directors,  Employees  and Other
Persons,  to reward such of those Directors,  Employees and Other Persons as may
be  awarded  Options  under  the Plan by the  Board  from time to time for their
contributions  toward  the long term  goals of the  Company  and to  enable  and
encourage such Directors,  Employees and Other Persons to acquire Shares as long
term investments.

<PAGE>

2.2 Participation

The Board shall,  from time to time and in its sole discretion,  determine those
Directors,  Employees  and Other  Persons,  if any,  to whom  Options  are to be
awarded.  The Board  may,  in its sole  discretion,  grant the  majority  of the
Options to insiders of the  Company.  However,  in no case will the  issuance of
Shares  under the Plan and under any  proposed  or existing  share  compensation
arrangement result in:

     (a)  the  number  of Shares  reserved  for  issuance  pursuant  to  Options
          granted:

          (i)  to insiders exceeding 10% of the Company's issued and outstanding
               share capital; or

          (ii) to any  one  person  exceeding  5% of the  Company's  issued  and
               outstanding share capital;

     (b)  the number of Shares issued within a one year period:

          (i)  to insiders exceeding 10% of the Company's issued and outstanding
               share capital; or

          (ii) to  any  one  insider  and  its  associates  exceeding  5% of the
               Company's issued and outstanding share capital.

2.3  Notification and Award

Following  the  approval  by  the  Board  of  the  awarding  of an  Option,  the
Administrator  shall notify the Option  Holder in writing of the award and shall
enclose  with such  notice the  Option  Certificate  representing  the Option so
awarded.

2.4  Copy of Plan

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly  provided by the  Administrator  to each  Option  Holder.

2.5  Limitation

The Plan does not give any Option Holder that is:

     (a)  a Director  the right to serve or  continue  to serve as a Director of
          the Company;

     (b)  an  Employee  the right to be or to  continue  to be  employed  by the
          Company; or

     (c)  an Other  Person the right to be or  continue  to be  retained  by the
          Company to provide services to the Company.

<PAGE>

                                    ARTICLE 3
                              TERMS AND CONDITIONS

3.1  Board to Issue Shares

The Shares to be issued to Option  Holders upon the exercise of Options shall be
authorized and unissued Shares, the issuance of which shall have been authorized
by the Board.

3.2  Number of Shares

Subject to  adjustment  as  provided  for in  paragraph  3.7 of this  Plan,  the
aggregate  maximum  number of Shares  which will be  available  for the purchase
pursuant to Options  granted under this Plan will not exceed  3,677,300  Shares.
This number shall  exclude the  2,022,700  Options  (originally  2,250,700,  and
reduced to 2,022,700  pursuant to the  retrospective  amendments  of February 1,
1999) granted prior to the  implementation  of this Plan which shall continue to
exist and be exercisable  outside the Plan. If any Option granted under the Plan
expires or otherwise terminates in accordance with the terms of the Plan without
having  been  exercised  in full,  the  number of Shares in respect of which the
Option has expired or  terminated  shall again be available  for the purposes of
the Plan.

3.3  Term of Option

Subject to  paragraph  3.4,  the Expiry  Date of an Option  shall be the date so
fixed by the Board at the time the particular  Option is awarded,  provided that
such date shall be no later than the tenth anniversary of the Award Date of such
Option.

3.4  Termination of Option

An Option  Holder may exercise an Option in whole or in part at any time or from
time to time during the  Exercise  Period  provided  that,  with  respect to the
exercise  of part of an Option,  the Board may at any time and from time to time
fix a minimum number of Shares in respect of which an Option Holder may exercise
part of any Option held by such Option  Holder.  Any Option or part  thereof not
exercised  within the Exercise  Period shall terminate and become null, void and
of no effect as of 5:00 p.m.  local time in Vancouver,  British  Columbia on the
Expiry Date.

3.5  Exercise Price

The price at which an Option Holder may purchase a Share upon the exercise of an
Option shall be as set forth in the Option Certificate issued in respect of such
Option and in any event shall not be less than the Market Value of the Company's
Shares as of the Award  Date.  The Market  Value of the  Company's  Shares for a
particular Award Date shall be determined as follows:

     (a)  if the Company's Shares are listed on more than one organized  trading
          facility,  then Market Value shall be the simple average of the Market
          Values  determined for each organized  trading facility on which those
          Shares are listed as determined for each organized trading facility in
          accordance with  subparagraphs (b) and (c) below, but in any event not
          less  than  the  closing  price of the  Shares  on The  Toronto  Stock
          Exchange on the business day immediately prior to the Award Date;

     (b)  for each  organized  trading  facility on which the Shares are listed,
          Market  Value will be the closing  price of the Shares on the business
          day immediately prior to the Award Date;

<PAGE>

     (c)  if the Company's Shares trade on an organized trading facility outside
          of Canada, then the Market Value determined for that organized trading
          facility will be converted into Canadian  dollars at a conversion rate
          determined  by the  Administrator  having  regard  for  the  published
          conversion rates as of the Award Date;

     (d)  if the Company's  Shares are listed on one or more  organized  trading
          facilities  but have not  traded on the Award  Date,  then the  Market
          Value will be,  subject to the necessary  approvals of the  applicable
          Regulatory  Authorities,  that value as is determined by resolution of
          the Board; and

     (e)  if the  Company's  Shares  are  not  listed  on an  organized  trading
          facility,  then the  Market  Value will be,  subject to the  necessary
          approvals of the applicable Regulatory  Authorities,  that value as is
          determined by resolution of the Board.

3.6      Additional Terms

Subject to all  applicable  securities  laws and  regulations  and the rules and
policies of all applicable  Regulatory  Authorities,  the Board may attach other
terms  and  conditions  to the  grant of a  particular  Option,  such  terms and
conditions to be referred to in a schedule  attached to the Option  Certificate.
These terms and conditions may include,  but are not necessarily limited to, the
following:

          (a)  providing  that an Option  expires on a specified  date after the
               Option  Holder ceases to be a Director or Employee of the Company
               or,  if an  Other  Person,  ceases  to  provide  services  to the
               Company;

          (b)  providing  that a portion  or  portions  of an Option  vest after
               certain  periods of time or expire after certain periods of time;
               and

          (c)  providing  that an Option be  exercisable  immediately,  in full,
               notwithstanding   that  it  has  vesting  provisions,   upon  the
               occurrence  of  certain  events,  such as a  friendly  or hostile
               takeover bid for the Company.

3.7  Assignment of Options

Options  may  not  be  assigned  or  transferred,  provided  that  the  Personal
Representative  of an Option  Holder may, to the extent  permitted  by paragraph
4.1, exercise the Option within the Exercise Period.

3.8  Adjustments

If, prior to the complete  exercise of any Option,  the Shares are consolidated,
subdivided,  converted,  exchanged or reclassified or in any way substituted for
(collectively  the  "Event"),  an  Option,  to the  extent  that it has not been
exercised,  shall be adjusted by the Board in accordance  with such Event in the
manner the Board deems  appropriate.  No fractional  shares shall be issued upon
the  exercise of the Options and  accordingly,  if as a result of the Event,  an
Option Holder would become  entitled to a fractional  share,  such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no  payment or other  adjustment  will be made with  respect  to the  fractional
interest so disregarded.

3.9  Approvals

This Plan and any  amendments  hereto are subject to all necessary  approvals of
the applicable Regulatory Authorities.

<PAGE>

                                   ARTICLE 4
                               EXERCISE OF OPTION

4.1  Exercise of Options

An  Option  may  be  exercised  only  by  the  Option  Holder  or  the  Personal
Representative   of  any  Option  Holder.  An  Option  Holder  or  the  Personal
Representative  of any Option  Holder may exercise an Option in whole or in part
at any time or from  time to time  during  the  Exercise  Period up to 4:00 p.m.
local  time  in  British  Columbia  on the  Expiry  Date  by  delivering  to the
Administrator  an Exercise  Notice,  the  applicable  Option  Certificate  and a
certified  cheque or bank draft payable to the Company in an amount equal to the
aggregate  Exercise Price of the Shares to be purchased pursuant to the exercise
of the Option.  Alternately,  the Option  Holder may arrange for a member broker
firm of The Toronto Stock Exchange to deliver a cheque  against  delivery of the
Shares purchased.

4.2  Issue of Share Certificates

As soon as  practicable  following  the  receipt  of the  Exercise  Notice,  the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so purchased and if the Option has not been completely exercised, the
Administrator shall concurrently  forward a new Option Certificate to the Option
Holder for the balance of Shares available under the Option.

4.3  Condition of Issue

The Options and the issue of Shares by the Company  pursuant to the  exercise of
Options are subject to the terms and  conditions  of this Plan and to compliance
with the  applicable  securities  laws,  regulations,  rules and policies of the
Regulatory  Authorities.  The Option Holder agrees to comply with all such laws,
regulations,  rules and  policies  and  agrees to  furnish  to the  Company  any
information,  report and/or  undertakings  required to comply with, and to fully
cooperate with the Company in complying with, such laws, regulations,  rules and
policies.

                                    ARTICLE 5
                                 ADMINISTRATION

5.1  Administration

The Plan shall be administered by the  Administrator  on the instructions of the
Board.  The Board may make,  amend and  repeal at any time and from time to time
such  regulations  not  inconsistent  with the Plan as it may deem  necessary or
advisable  for the  proper  administration  and  operation  of the Plan and such
regulations  shall  form  part  of the  Plan.  The  Board  may  delegate  to the
Administrator,  to any  Director,  officer or  employee  of the  Company or to a
committee consisting of such persons such administrative duties and powers as it
may see fit.

5.2  Interpretation

The  interpretation  by the Board of any of the  provisions  of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any  dispute by any Option  Holder.  No member of the Board or any
personal acting pursuant to authority  delegated by it hereunder shall be liable
for any action or  determination  in  connection  with the Plan made or taken in
good faith and each member of the Board and each such  person  shall be entitled
to  indemnification  with  respect to any such  action or  determination  in the
manner provided for by the Company.

<PAGE>

5.3  Status of Options granted under Previous Plans

Any  existing  options  granted  prior to the  implementation  of this Plan will
remain subject to the plan under which they were granted and such previous plans
will  remain in effect  with  respect to such  options  so long as such  options
remain outstanding.

                                   ARTICLE 6
                            AMENDMENT AND TERMINATION

6.1  Prospective Amendment

The Board may from time to time amend the Plan and the terms and  conditions  of
any Option to be granted and,  without  limitation,  may make amendments for the
purpose  of  meeting  any  changes  in any  relevant  law,  rule  or  regulation
applicable to the Plan, any Option or the Shares, or for any other purpose which
may be permitted by all relevant laws, regulations,  rules and policies provided
that any such amendment shall not alter the terms or conditions of any Option or
impair any right of any Option  Holder  pursuant to any Option  awarded prior to
such amendment.

6.2  Retrospective Amendment

The Board may from  time to time,  subject  to any  necessary  approvals  of the
Regulatory Authorities,  retrospectively amend the Plan and, with the consent of
the affected Option Holders,  retrospectively  amend the terms and conditions of
any Options which have been previously granted.

6.3  Termination

The Board may terminate  the Plan at any time  provided that any Option  awarded
prior to the date of such  termination  and the rights of the  Option  Holder of
such Option shall  continue to be governed by the  provisions  of the Plan.

6.4  Agreement

The Company and every Option awarded  hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted  hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
of the Plan.

<PAGE>

                                  SCHEDULE "A"

                         MOUNTAIN PROVINCE DIAMONDS INC.
                                STOCK OPTION PLAN

                               OPTION CERTIFICATE



This Certificate is issued pursuant to the provisions of the Mountain Province
Diamonds Inc. (the "Company") Stock Option Plan (the "Plan") and evidences that
_________________________ is the holder (the "Option Holder") of an option (the
"Option") to purchase up to __________ common shares (the "Shares") in the
capital stock of the Company at a purchase price of $_______ per Share. Subject
to the provisions of the Plan:

(a)      the Award Date of this Option is ______________________, ____; and

(b) the Expiry Date of this Option is the earlier of: _______________________,
____ and the date specified in the schedule, if any, attached hereto.

 This Option may be exercised at any time and from time to time from and
including the Award Date through to and including up to 4:00 local time in
Vancouver, British Columbia on the Expiry Date by delivery to the Administrator
of the Plan an Exercise Notice, in the form provided in the Plan, together with
this Certificate and a certified cheque or bank draft payable to the Company in
an amount equal to the aggregate of the Exercise Price of the Shares in respect
of which this Option is being exercised. Alternately, the Option Holder may
arrange for a member broker firm of The Toronto Stock Exchange to deliver a
cheque against delivery of the Shares purchased.

This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with the Company to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company shall
prevail.

This Option is also subject to the terms and conditions contained in the
schedules, if any, attached hereto.

The foregoing Option has been awarded this ______ day of _________________, ___.

MOUNTAIN PROVINCE DIAMONDS INC.



Per: ______________________________________

<PAGE>

                                  SCHEDULE "B"

                         MOUNTAIN PROVINCE DIAMONDS INC.
                                STOCK OPTION PLAN

                          NOTICE OF EXERCISE OF OPTION

TO:               The Administrator
                  Mountain Province Diamonds Inc.
                  Suite 1205 - 789 West Pender Street
                  Vancouver, B.C.  V6C 1H2

The undersigned hereby irrevocably gives notice, pursuant to the Mountain
Province Diamonds Inc. (the "Company") Stock Option Plan (the "Plan"), of the
exercise of the Option to acquire and hereby subscribes for (cross out
inapplicable item):

(a) all of the Shares; or

(b)      __________________________ of the Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft, or has
instructed a member broker firm of The Toronto Stock Exchange to deliver against
delivery of the aforementioned shares a cheque (circle one), payable to the
Company in an amount equal to the aggregate Exercise Price of the aforesaid
shares and directs the Company to issue the certificate evidencing said shares
in the name of the undersigned to be mailed to the undersigned, or delivered
against payment to the following member broker firm (circle one), at the
following address:

                           ----------------------------------------

                           ----------------------------------------

                           ----------------------------------------

DATED the __________ day of ____________________, _______.





                                             -----------------------------------
                                             Signature of Option Holder





<PAGE>
                                   EXHIBIT 5.1

                                  MACNEILL LAW


February 19, 2004


Mountain Province Diamonds Inc.
Suite 465, 3633 E. Inland Empire Boulevard
Ontario, California  91764


Dear Sirs & Mesdames:


RE:      Mountain Province Diamonds Inc.
         Registration Statement on Form S-8

Reference is made to the above-captioned Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Mountain Province Diamonds Inc. (the
"Registrant") with the Securities and Exchange Commission on or about February
19, 2004, for the purpose of registering under the Securities Act of 1933, as
amended, up to 2,755,200 common shares of the Registrant (the "Shares") under
the Registrant's 1998 Stock Option Plan (the "Plan").

For purposes of expressing the opinion set forth herein, we have examined
originals or copies, satisfactory to us, of all such corporate records and of
all such agreements, certificates and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Registrant.

We are solicitors qualified to practice law in the Province of British Columbia
and express no opinion as to any laws or any matters governed by any laws other
than the laws of the Province of British Columbia and the federal laws of Canada
applicable therein.

We have also assumed that (i) the Registration Statement will be and remain
effective during the period when the Shares are offered and issued, (ii) the
full consideration stated in the Plan or any Plan certificate will be paid for
each share; (iii) appropriate certificates evidencing the Shares will be
executed and delivered by the Company; and (iv) all applicable securities laws
are complied with.


              P.O. BOX 11142, Suite 950 - 1055 West Georgia Street
                         Vancouver, B.C. Canada V6E 3P3
               Telephone: (604) 639-1180 Facsimile: (604) 639-0484

<PAGE>
                                  MACNEILL LAW

Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued as fully paid and non-assessable.

We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement. In giving such consent, we do not hereby concede
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations promulgated
thereunder, or that we are "experts" within the meaning of the Securities Act of
1933 or the rules and regulation promulgated thereunder.



Yours truly,

(signed) MacNeill Law




<PAGE>
[KPMG LOGO OMITTED]
                   KPMG  LLP                            Telephone (604) 691-3000
                   Chartered Accountants                Telefax   (604) 691-3031
                   Box 10426, 777 Dunsmuir Street       www.kpmg.ca
                   Vancouver BC V7Y 1K3
                   Canada

                         CONSENT OF INDEPENDENT AUDITORS



To the Board of Directors
Mountain Province Diamonds Inc.



We consent to the use of our reports dated June 13, 2003 incorporated by
reference herein.


KPMG LLP (Signed)


Chartered Accountants

Vancouver, Canada
February 18, 2004

[KPMG LOGO OMITTED]

                       KPMG LLP, a Canadian owned limited liability partnership
                       established under the laws of Ontario, is the Canadian
                       member firm of KPMG International, a Swiss nonoperating
                       association.
[{"type": "S-8", "sequence": "1", "filename": "mpvs8_19feb04.txt", "description": "19 FEBRUARY 2004 FORM S-8", "secsgml_size_bytes": 51348}, {"type": "S-8", "sequence": "3", "filename": "mpv_s819feb04.pdf", "description": "19 FEBRUARY 2004 FORM S-8", "secsgml_size_bytes": 343522}]
{"company-data": {"conformed-name": "MOUNTAIN PROVINCE DIAMONDS INC", "cik": "0001004530", "assigned-sic": "1000", "irs-number": "000000000", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112986", "film-number": "04619786"}, "business-address": {"street1": "SUITE 212 525 SEYMOUR STREET", "street2": "VANCOUVER, BRITISH COLUMBIA", "city": "CANADA V6B 3H7", "state": "A1", "zip": "V6B 3H7", "phone": "6046870122"}, "mail-address": {"street1": "1206 789 WESTPENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA"}, "former-company": {"former-conformed-name": "MOUNTAIN PROVINCE MINING INC", "date-changed": "19951206"}}
As filed with the Securities and Exchange Commission on February ______, 2004
                                                          Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         MOUNTAIN PROVINCE DIAMONDS INC.
             (Exact name of Registrant as specified in its charter)

            British Columbia, Canada                   Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
       Incorporation or organization)

                   Suite 465, 3633 E. Inland Empire Boulevard
                            Ontario, California 91764
                     Address of Principal Executive Offices

             Mountain Province Diamonds Inc. 1998 Stock Option Plan
                           (Full titles of the plans)
                                 Jan Vandersande
                   Suite 465, 3633 E. Inland Empire Boulevard
                            Ontario, California 91764
                     (Name and address of agent for service)
                                 (909) 466-1411
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                             Paul C. MacNeill, Esq.
                                  MacNeill Law
                         950 - 1055 West Georgia Street
                   Vancouver, British Columbia, Canada V6E 3P3
                                 (604) 639-1180

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------

 Title of Each Class of             Amount to         Proposed Maximum Offering      Proposed Maximum Aggregate        Amount of
 Securities to be Registered(1)   be Registered          Price Per Share(4)               Offering Price(4)          Registration
                                                                                                                        Fee(4)
 -----------------------------------------------------------------------------------------------------------------------------------
 Common Shares subject to
 outstanding options                1,367,858                US$1.02 (2)                   US$1,400,511.49             US$177.45
 Common Shares not subject to
 outstanding options                1,387,342                US$1.90(3)                    US$2,635,949.80             US$333.98

 Total                           2,755,200 shares                                          US$4,036,461.29             US$511.43
 -----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(2)  Based on the average  exercise price of options  granted under the Mountain
     Province  Diamonds Inc. 1998 Stock Option Plan, as amended,  outstanding as
     of the date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the Registrant's  common shares on February 11, 2004, as
     quoted on the NASD Over-the-Counter Bulletin Board ("OTCBB"), which was US$
     1.90 per share.
(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs  purposes by the Federal  Reserve  Bank of New York on February 12,
     2004. On such date the noon buying rate was Cdn.$ 1.00=US$ 0.7583.

--------------------------------------------------------------------------------
This  registration  statement on Form S-8  registers  common  shares of Mountain
Province Diamonds Inc. (the  "Registrant") to be issued pursuant to the exercise
of options or rights  granted  under the Mountain  Province  Diamonds  Inc. 1998
Stock Option Plan, amended.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a)  The Registrant's  Annual Report on Form 20-F for the fiscal year ended
          March 31, 2003,  filed with the Securities and Exchange  Commission on
          August 19, 2003;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as  amended,  since the end of the
          fiscal year  covered by the annual  report  incorporated  by reference
          herein pursuant to (a) above; and

     (c)  The  description of the  Registrant's  common shares  contained in the
          Registrant's  current report on Form 6-K filed with the Securities and
          Exchange  Commission on February 17, 2003,  including any amendment or
          report filed for the purpose of updating such report.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended,  after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold shall be deemed to be incorporated by reference  herein and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

The  Registrant's  Articles of Amalgamation  provide that the Registrant  shall,
subject to the  limitations  contained  in the Company Act  (British  Columbia),
indemnify  all  directors  and  officers of the  Registrant.  Section 128 of the
Company  Act  (British  Columbia)  provides  in part that a company may with the
approval of the court,  indemnify a person who is a director or former  director
of the company or is a director or former director of a corporation of which the
company  is  or  was  a  shareholder,   and  the  person's  heirs  and  personal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by the  person,  including  an amount  paid to  settle  an  action or  satisfy a
judgment in a civil,  criminal or  administrative  action or proceeding to which
the person is made a party because of being or having been a director, including
an action brought by the company or corporation, if

     (a) the  person  acted  honestly  and in good faith with a view to the best
     interests of the corporation of which the person is or was a director, and

     (b) in the case of a criminal or administrative  action or proceeding,  the
     person had reasonable  grounds for believing that the person's  conduct was
     lawful.

The Registrant's Articles of Amalgamation provide that subject to the provisions
of the Company Act (British Columbia), the Registrant may indemnify a present or
former director or officer of the Registrant or of another  corporation of which
the   Registrant  is  or  was  a   shareholder,   and  his  heirs  and  personal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a judgment, actually and
reasonably  incurred  by him,  including  an amount  paid to settle an action or
satisfy a judgment in a civil,  criminal or administrative  action or proceeding
to which he is made a party by reason of his position provided that the director
or officer acted honestly and in good faith with a view to the best interests of
the corporation in respect of which he held the position,  and, in the case of a
criminal or  administrative  action or proceeding,  had  reasonable  grounds for
believing that his conduct was lawful.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

Exhibit Number  Exhibit
4.1             Mountain  Province  Diamonds  Inc.  1998  Stock  Option  Plan,
                  as Amended September 27, 2002
5.1             Opinion and Consent of MacNeill Law
23.1            Consent of MacNeill Law (included in Exhibit 5.1)
23.2            Consent of KPMG LLP
24.1            Power of Attorney (included in signature page)

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b)  if, in the  aggregate,  the  changes  in volume and price
               represent  no more  than a 20%  change in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.

          (iii)to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.
B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934, as amended, (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to section
     15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended)  that  is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 19th day of February, 2004.

MOUNTAIN PROVINCE DIAMONDS INC.

By:/s/ "Jan Vandersande"
-----------------------------------------------------------
Name: Jan Vandersande
Title:   President and CEO

By:/s/ "Elizabeth J. Kirkwood"
-----------------------------------------------------------
Name:    Elizabeth J. Kirkwood
Title:   Chairman of the Board, Corporate Secretary and Chief Financial Officer
         (Principal Financial Officer and Accounting Officer)

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.
--------------------------------------------------------- ------------------------------ -----------------------------

                       Signature                                      Title                          Date
--------------------------------------------------------- ------------------------------ -----------------------------

/s/ "Jan Vandersande"                                     President, CEO and Director    February 19, 2004
--------------------------------------------              (Authorized U.S.
Jan Vandersande                                           Representative)

/s/ "Elizabeth J. Kirkwood"                               Chairman of the Board,         February 19, 2004
--------------------------------------------              Corporate Secretary and
Elizabeth J. Kirkwood                                     Chief Financial Officer

/s/                                                       Director                       February        , 2004
--------------------------------------------
Carl Verley

/s/ "David Whittle"                                       Director                       February 19, 2004
--------------------------------------------
David Whittle

/s/ "Harry W. Dobson"                                     Director                       February 19, 2004
--------------------------------------------
Harry W. Dobson

/s/ "Jonathan Comerford"                                  Director                       February 19, 2004
--------------------------------------------
Jonathan Comerford
--------------------------------------------------------- ------------------------------ -----------------------------
The Plan

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada
on February 19, 2004.

Mountain Province Diamonds Inc. 1998 Stock Option Plan

By:  /s/ "Jan Vandersande"
     ---------------------------------------------------------
     Jan Vandersande
     President, CEO and Director

By:  /s/ "Elizabeth J. Kirkwood"
     ---------------------------------------------------------
     Elizabeth J. Kirkwood
     Chairman of the Board, Corporate Secretary and Chief Financial Officer
Power of Attorney

         Each person whose signature appears below constitutes and appoints Jan
Vandersande and Elizabeth J. Kirkwood, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
--------------------------------------------------------- ------------------------------ -----------------------------
                 Signature                    Title                                             Date

/s/ "Jan Vandersande"                         President, CEO and Director                       February 19, 2004
------------------------------------          (Authorized U.S. Representative)
Jan Vandersande

/s/ "Elizabeth J. Kirkwood"                   Chairman of the Board,                            February 19, 2004
------------------------------------          Corporate Secretary and
Elizabeth J. Kirkwood                         Chief Financial Officer

/s/                                           Director                                          February        , 2004
------------------------------------
Carl Verley

/s/ "David Whittle"                           Director                                          February 19, 2004
------------------------------------
David Whittle

/s/ "Harry W. Dobson"                         Director                                          February 19, 2004
------------------------------------
Harry W. Dobson

/s/ "Jonathan Comerford"                      Director                                          February 19, 2004
------------------------------------
Jonathan Comerford
Exhibit index
Exhibit Number  Exhibit
4.1             Mountain  Province  Diamonds  Inc.  1998  Stock  Option  Plan,
                  as Amended September 27, 2002
5.1             Opinion and Consent of MacNeill Law
23.1            Consent of MacNeill Law (included in Exhibit 5.1)
23.2            Consent of KPMG LLP
24.1            Power of Attorney (included in signature page)
MOUNTAIN PROVINCE DIAMONDS INC.

                                STOCK OPTION PLAN

                             dated November 26, 1998

                          (AMENDED SEPTEMBER 27, 2002)
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS AND INTERPRETATION........................................................................1
     1.1     Definitions........................................................................................1
     1.2     Choice of Law......................................................................................2
     1.3     Headings...........................................................................................2

ARTICLE 2 PURPOSE AND PARTICIPATION.............................................................................2
     2.1     Purpose............................................................................................2
     2.2     Participation......................................................................................3
     2.3     Notification and Award.............................................................................3
     2.4     Copy of Plan.......................................................................................3
     2.5     Limitation.........................................................................................3

ARTICLE 3 TERMS AND CONDITIONS..................................................................................4
     3.1     Board to Issue Shares..............................................................................4
     3.2     Number of Shares...................................................................................4
     3.3     Term of Option.....................................................................................4
     3.4     Termination of Option..............................................................................4
     3.5     Exercise Price.....................................................................................4
     3.6     Additional Terms...................................................................................5
     3.7     Assignment of Options..............................................................................5
     3.8     Adjustments........................................................................................5
     3.9     Approvals..........................................................................................5

ARTICLE 4 EXERCISE OF OPTION....................................................................................6
     4.1     Exercise of Options................................................................................6
     4.2     Issue of Share Certificates........................................................................6
     4.3     Condition of Issue.................................................................................6

ARTICLE 5 ADMINISTRATION........................................................................................6
     5.1     Administration.....................................................................................6
     5.2     Interpretation.....................................................................................6
     5.3     Status of Options granted under Previous Plans.....................................................7

ARTICLE 6 AMENDMENT AND TERMINATION.............................................................................7
     6.1     Prospective Amendment..............................................................................7
     6.2     Retrospective Amendment............................................................................7
     6.3     Termination........................................................................................7
     6.4     Agreement..........................................................................................7
STOCK OPTION PLAN
                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

As used  herein,  unless  there is  something  in the subject  matter or context
inconsistent  therewith,  the following  terms shall have the meanings set forth
below:

     (a)  "Administrator"  means,  initially,  the  secretary of the Company and
          thereafter  shall mean such director or senior  officer or employee of
          the Company as may be  designated as  Administrator  by the Board from
          time to time.

     (b)  "Award  Date"  means the date on which the board  awards a  particular
          Option.

     (c)  "Board" means the board of directors of the Company.

     (d)  "British Columbia Company Act" means the British Columbia Company Act,
          R.S.B.C. 1996, c.62 and any amendments thereto.

     (e)  "Company"  means  Mountain  Province  Diamonds  Inc.,   including  its
          affiliates, as defined in the British Columbia Company Act.

     (f)  "Director" means any individual  holding the office of director of the
          Company.

     (g)  "Employee"  means any  individual  regularly  employed  on a full-time
          basis  by  the  Company  or any of its  subsidiaries  and  such  other
          individuals  as may,  from time to time, be permitted by the rules and
          policies  of  the  applicable  Regulatory  Authorities  to be  granted
          options as employees or as an equivalent thereto.

     (h)  "Exercise  Notice"  means the notice  respecting  the  exercise  of an
          Option,  in the form set out as Schedule "B" hereto,  duly executed by
          the Option Holder.

     (i)  "Exercise  Period" means the period  during which a particular  Option
          may be exercised  and is the period from and  including the Award Date
          through to and including the Expiry Date.

     (j)  "Exercise  Price"  means the price at which an Option may be exercised
          as determined in accordance with paragraph 3.5.

     (k)  "Expiry Date" means the date  determined in accordance  with paragraph
          3.3 and after which a particular Option cannot be exercised.

     (l)  "Market  Value"  means the  market  value of the  Company's  Shares as
          determined in accordance with paragraph 3.5.

     (m)  "Option" means an option to acquire  Shares,  awarded to a Director or
          Employee pursuant to the Plan.
(n)  "Option  Certificate"  means the  certificate,  in the form set out as
          Schedule "A" hereto, evidencing an Option.

     (o)  "Option Holder" means a Director,  Employee or Other Person, or former
          Director,  Employee or Other Person,  who holds directly or indirectly
          through  a wholly  owned  holding  company  or  registered  retirement
          savings plan an unexercised and unexpired Option or, where applicable,
          the Personal Representative of such person.

     (p)  "Other  Persons" means other persons who provide  ongoing  services to
          the Company and who are entitled to receive options therefor  pursuant
          to the rules of the Regulatory Authorities.

     (q)  "Plan" means this stock option plan.

     (r)  "Personal Representative" means:

          (i)  in  the  case  of a  deceased  Option  Holder,  the  executor  or
               administrator of the deceased duly appointed by a court or public
               authority having jurisdiction to do so; and

          (ii) in the case of an Option  Holder  who for any reason is unable to
               manage his or her affairs,  the person  entitled by law to act on
               behalf of such Option Holder.

     (s)  "Regulatory Authorities" means all stock exchanges and other organized
          trading  facilities on which the  Company's  Shares are listed and all
          securities  commissions or similar securities regulatory bodies having
          jurisdiction  over the Company.

     (t)  "Share" or  "Shares"  means,  as the case may be,  one or more  common
          shares without par value in the capital stock of the Company.

1.2  Choice of Law

The Plan is established under and the provisions of the Plan shall be subject to
and  interpreted  and construed in  accordance  with the laws of the Province of
British Columbia.

1.3  Headings

The  headings  used  herein are for  convenience  only and are not to affect the
interpretation of the Plan.

                                   ARTICLE 2
                            PURPOSE AND PARTICIPATION

2.1  Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism
to  attract,  retain  and  motivate  qualified  Directors,  Employees  and Other
Persons,  to reward such of those Directors,  Employees and Other Persons as may
be  awarded  Options  under  the Plan by the  Board  from time to time for their
contributions  toward  the long term  goals of the  Company  and to  enable  and
encourage such Directors,  Employees and Other Persons to acquire Shares as long
term investments.
2.2 Participation

The Board shall,  from time to time and in its sole discretion,  determine those
Directors,  Employees  and Other  Persons,  if any,  to whom  Options  are to be
awarded.  The Board  may,  in its sole  discretion,  grant the  majority  of the
Options to insiders of the  Company.  However,  in no case will the  issuance of
Shares  under the Plan and under any  proposed  or existing  share  compensation
arrangement result in:

     (a)  the  number  of Shares  reserved  for  issuance  pursuant  to  Options
          granted:

          (i)  to insiders exceeding 10% of the Company's issued and outstanding
               share capital; or

          (ii) to any  one  person  exceeding  5% of the  Company's  issued  and
               outstanding share capital;

     (b)  the number of Shares issued within a one year period:

          (i)  to insiders exceeding 10% of the Company's issued and outstanding
               share capital; or

          (ii) to  any  one  insider  and  its  associates  exceeding  5% of the
               Company's issued and outstanding share capital.

2.3  Notification and Award

Following  the  approval  by  the  Board  of  the  awarding  of an  Option,  the
Administrator  shall notify the Option  Holder in writing of the award and shall
enclose  with such  notice the  Option  Certificate  representing  the Option so
awarded.

2.4  Copy of Plan

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly  provided by the  Administrator  to each  Option  Holder.

2.5  Limitation

The Plan does not give any Option Holder that is:

     (a)  a Director  the right to serve or  continue  to serve as a Director of
          the Company;

     (b)  an  Employee  the right to be or to  continue  to be  employed  by the
          Company; or

     (c)  an Other  Person the right to be or  continue  to be  retained  by the
          Company to provide services to the Company.
ARTICLE 3
                              TERMS AND CONDITIONS

3.1  Board to Issue Shares

The Shares to be issued to Option  Holders upon the exercise of Options shall be
authorized and unissued Shares, the issuance of which shall have been authorized
by the Board.

3.2  Number of Shares

Subject to  adjustment  as  provided  for in  paragraph  3.7 of this  Plan,  the
aggregate  maximum  number of Shares  which will be  available  for the purchase
pursuant to Options  granted under this Plan will not exceed  3,677,300  Shares.
This number shall  exclude the  2,022,700  Options  (originally  2,250,700,  and
reduced to 2,022,700  pursuant to the  retrospective  amendments  of February 1,
1999) granted prior to the  implementation  of this Plan which shall continue to
exist and be exercisable  outside the Plan. If any Option granted under the Plan
expires or otherwise terminates in accordance with the terms of the Plan without
having  been  exercised  in full,  the  number of Shares in respect of which the
Option has expired or  terminated  shall again be available  for the purposes of
the Plan.

3.3  Term of Option

Subject to  paragraph  3.4,  the Expiry  Date of an Option  shall be the date so
fixed by the Board at the time the particular  Option is awarded,  provided that
such date shall be no later than the tenth anniversary of the Award Date of such
Option.

3.4  Termination of Option

An Option  Holder may exercise an Option in whole or in part at any time or from
time to time during the  Exercise  Period  provided  that,  with  respect to the
exercise  of part of an Option,  the Board may at any time and from time to time
fix a minimum number of Shares in respect of which an Option Holder may exercise
part of any Option held by such Option  Holder.  Any Option or part  thereof not
exercised  within the Exercise  Period shall terminate and become null, void and
of no effect as of 5:00 p.m.  local time in Vancouver,  British  Columbia on the
Expiry Date.

3.5  Exercise Price

The price at which an Option Holder may purchase a Share upon the exercise of an
Option shall be as set forth in the Option Certificate issued in respect of such
Option and in any event shall not be less than the Market Value of the Company's
Shares as of the Award  Date.  The Market  Value of the  Company's  Shares for a
particular Award Date shall be determined as follows:

     (a)  if the Company's Shares are listed on more than one organized  trading
          facility,  then Market Value shall be the simple average of the Market
          Values  determined for each organized  trading facility on which those
          Shares are listed as determined for each organized trading facility in
          accordance with  subparagraphs (b) and (c) below, but in any event not
          less  than  the  closing  price of the  Shares  on The  Toronto  Stock
          Exchange on the business day immediately prior to the Award Date;

     (b)  for each  organized  trading  facility on which the Shares are listed,
          Market  Value will be the closing  price of the Shares on the business
          day immediately prior to the Award Date;
(c)  if the Company's Shares trade on an organized trading facility outside
          of Canada, then the Market Value determined for that organized trading
          facility will be converted into Canadian  dollars at a conversion rate
          determined  by the  Administrator  having  regard  for  the  published
          conversion rates as of the Award Date;

     (d)  if the Company's  Shares are listed on one or more  organized  trading
          facilities  but have not  traded on the Award  Date,  then the  Market
          Value will be,  subject to the necessary  approvals of the  applicable
          Regulatory  Authorities,  that value as is determined by resolution of
          the Board; and

     (e)  if the  Company's  Shares  are  not  listed  on an  organized  trading
          facility,  then the  Market  Value will be,  subject to the  necessary
          approvals of the applicable Regulatory  Authorities,  that value as is
          determined by resolution of the Board.

3.6      Additional Terms

Subject to all  applicable  securities  laws and  regulations  and the rules and
policies of all applicable  Regulatory  Authorities,  the Board may attach other
terms  and  conditions  to the  grant of a  particular  Option,  such  terms and
conditions to be referred to in a schedule  attached to the Option  Certificate.
These terms and conditions may include,  but are not necessarily limited to, the
following:

          (a)  providing  that an Option  expires on a specified  date after the
               Option  Holder ceases to be a Director or Employee of the Company
               or,  if an  Other  Person,  ceases  to  provide  services  to the
               Company;

          (b)  providing  that a portion  or  portions  of an Option  vest after
               certain  periods of time or expire after certain periods of time;
               and

          (c)  providing  that an Option be  exercisable  immediately,  in full,
               notwithstanding   that  it  has  vesting  provisions,   upon  the
               occurrence  of  certain  events,  such as a  friendly  or hostile
               takeover bid for the Company.

3.7  Assignment of Options

Options  may  not  be  assigned  or  transferred,  provided  that  the  Personal
Representative  of an Option  Holder may, to the extent  permitted  by paragraph
4.1, exercise the Option within the Exercise Period.

3.8  Adjustments

If, prior to the complete  exercise of any Option,  the Shares are consolidated,
subdivided,  converted,  exchanged or reclassified or in any way substituted for
(collectively  the  "Event"),  an  Option,  to the  extent  that it has not been
exercised,  shall be adjusted by the Board in accordance  with such Event in the
manner the Board deems  appropriate.  No fractional  shares shall be issued upon
the  exercise of the Options and  accordingly,  if as a result of the Event,  an
Option Holder would become  entitled to a fractional  share,  such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no  payment or other  adjustment  will be made with  respect  to the  fractional
interest so disregarded.

3.9  Approvals

This Plan and any  amendments  hereto are subject to all necessary  approvals of
the applicable Regulatory Authorities.
ARTICLE 4
                               EXERCISE OF OPTION

4.1  Exercise of Options

An  Option  may  be  exercised  only  by  the  Option  Holder  or  the  Personal
Representative   of  any  Option  Holder.  An  Option  Holder  or  the  Personal
Representative  of any Option  Holder may exercise an Option in whole or in part
at any time or from  time to time  during  the  Exercise  Period up to 4:00 p.m.
local  time  in  British  Columbia  on the  Expiry  Date  by  delivering  to the
Administrator  an Exercise  Notice,  the  applicable  Option  Certificate  and a
certified  cheque or bank draft payable to the Company in an amount equal to the
aggregate  Exercise Price of the Shares to be purchased pursuant to the exercise
of the Option.  Alternately,  the Option  Holder may arrange for a member broker
firm of The Toronto Stock Exchange to deliver a cheque  against  delivery of the
Shares purchased.

4.2  Issue of Share Certificates

As soon as  practicable  following  the  receipt  of the  Exercise  Notice,  the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so purchased and if the Option has not been completely exercised, the
Administrator shall concurrently  forward a new Option Certificate to the Option
Holder for the balance of Shares available under the Option.

4.3  Condition of Issue

The Options and the issue of Shares by the Company  pursuant to the  exercise of
Options are subject to the terms and  conditions  of this Plan and to compliance
with the  applicable  securities  laws,  regulations,  rules and policies of the
Regulatory  Authorities.  The Option Holder agrees to comply with all such laws,
regulations,  rules and  policies  and  agrees to  furnish  to the  Company  any
information,  report and/or  undertakings  required to comply with, and to fully
cooperate with the Company in complying with, such laws, regulations,  rules and
policies.

                                    ARTICLE 5
                                 ADMINISTRATION

5.1  Administration

The Plan shall be administered by the  Administrator  on the instructions of the
Board.  The Board may make,  amend and  repeal at any time and from time to time
such  regulations  not  inconsistent  with the Plan as it may deem  necessary or
advisable  for the  proper  administration  and  operation  of the Plan and such
regulations  shall  form  part  of the  Plan.  The  Board  may  delegate  to the
Administrator,  to any  Director,  officer or  employee  of the  Company or to a
committee consisting of such persons such administrative duties and powers as it
may see fit.

5.2  Interpretation

The  interpretation  by the Board of any of the  provisions  of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any  dispute by any Option  Holder.  No member of the Board or any
personal acting pursuant to authority  delegated by it hereunder shall be liable
for any action or  determination  in  connection  with the Plan made or taken in
good faith and each member of the Board and each such  person  shall be entitled
to  indemnification  with  respect to any such  action or  determination  in the
manner provided for by the Company.
5.3  Status of Options granted under Previous Plans

Any  existing  options  granted  prior to the  implementation  of this Plan will
remain subject to the plan under which they were granted and such previous plans
will  remain in effect  with  respect to such  options  so long as such  options
remain outstanding.

                                   ARTICLE 6
                            AMENDMENT AND TERMINATION

6.1  Prospective Amendment

The Board may from time to time amend the Plan and the terms and  conditions  of
any Option to be granted and,  without  limitation,  may make amendments for the
purpose  of  meeting  any  changes  in any  relevant  law,  rule  or  regulation
applicable to the Plan, any Option or the Shares, or for any other purpose which
may be permitted by all relevant laws, regulations,  rules and policies provided
that any such amendment shall not alter the terms or conditions of any Option or
impair any right of any Option  Holder  pursuant to any Option  awarded prior to
such amendment.

6.2  Retrospective Amendment

The Board may from  time to time,  subject  to any  necessary  approvals  of the
Regulatory Authorities,  retrospectively amend the Plan and, with the consent of
the affected Option Holders,  retrospectively  amend the terms and conditions of
any Options which have been previously granted.

6.3  Termination

The Board may terminate  the Plan at any time  provided that any Option  awarded
prior to the date of such  termination  and the rights of the  Option  Holder of
such Option shall  continue to be governed by the  provisions  of the Plan.

6.4  Agreement

The Company and every Option awarded  hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted  hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
of the Plan.
SCHEDULE "A"

                         MOUNTAIN PROVINCE DIAMONDS INC.
                                STOCK OPTION PLAN

                               OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the Mountain Province
Diamonds Inc. (the "Company") Stock Option Plan (the "Plan") and evidences that
_________________________ is the holder (the "Option Holder") of an option (the
"Option") to purchase up to __________ common shares (the "Shares") in the
capital stock of the Company at a purchase price of $_______ per Share. Subject
to the provisions of the Plan:

(a)      the Award Date of this Option is ______________________, ____; and

(b) the Expiry Date of this Option is the earlier of: _______________________,
____ and the date specified in the schedule, if any, attached hereto.

 This Option may be exercised at any time and from time to time from and
including the Award Date through to and including up to 4:00 local time in
Vancouver, British Columbia on the Expiry Date by delivery to the Administrator
of the Plan an Exercise Notice, in the form provided in the Plan, together with
this Certificate and a certified cheque or bank draft payable to the Company in
an amount equal to the aggregate of the Exercise Price of the Shares in respect
of which this Option is being exercised. Alternately, the Option Holder may
arrange for a member broker firm of The Toronto Stock Exchange to deliver a
cheque against delivery of the Shares purchased.

This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with the Company to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company shall
prevail.

This Option is also subject to the terms and conditions contained in the
schedules, if any, attached hereto.

The foregoing Option has been awarded this ______ day of _________________, ___.

MOUNTAIN PROVINCE DIAMONDS INC.

Per: ______________________________________
SCHEDULE "B"

                         MOUNTAIN PROVINCE DIAMONDS INC.
                                STOCK OPTION PLAN

                          NOTICE OF EXERCISE OF OPTION

TO:               The Administrator
                  Mountain Province Diamonds Inc.
                  Suite 1205 - 789 West Pender Street
                  Vancouver, B.C.  V6C 1H2

The undersigned hereby irrevocably gives notice, pursuant to the Mountain
Province Diamonds Inc. (the "Company") Stock Option Plan (the "Plan"), of the
exercise of the Option to acquire and hereby subscribes for (cross out
inapplicable item):

(a) all of the Shares; or

(b)      __________________________ of the Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft, or has
instructed a member broker firm of The Toronto Stock Exchange to deliver against
delivery of the aforementioned shares a cheque (circle one), payable to the
Company in an amount equal to the aggregate Exercise Price of the aforesaid
shares and directs the Company to issue the certificate evidencing said shares
in the name of the undersigned to be mailed to the undersigned, or delivered
against payment to the following member broker firm (circle one), at the
following address:

                           ----------------------------------------

                           ----------------------------------------

                           ----------------------------------------

DATED the __________ day of ____________________, _______.

                                             -----------------------------------
                                             Signature of Option Holder
EXHIBIT 5.1

                                  MACNEILL LAW

February 19, 2004

Mountain Province Diamonds Inc.
Suite 465, 3633 E. Inland Empire Boulevard
Ontario, California  91764

Dear Sirs & Mesdames:

RE:      Mountain Province Diamonds Inc.
         Registration Statement on Form S-8

Reference is made to the above-captioned Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Mountain Province Diamonds Inc. (the
"Registrant") with the Securities and Exchange Commission on or about February
19, 2004, for the purpose of registering under the Securities Act of 1933, as
amended, up to 2,755,200 common shares of the Registrant (the "Shares") under
the Registrant's 1998 Stock Option Plan (the "Plan").

For purposes of expressing the opinion set forth herein, we have examined
originals or copies, satisfactory to us, of all such corporate records and of
all such agreements, certificates and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Registrant.

We are solicitors qualified to practice law in the Province of British Columbia
and express no opinion as to any laws or any matters governed by any laws other
than the laws of the Province of British Columbia and the federal laws of Canada
applicable therein.

We have also assumed that (i) the Registration Statement will be and remain
effective during the period when the Shares are offered and issued, (ii) the
full consideration stated in the Plan or any Plan certificate will be paid for
each share; (iii) appropriate certificates evidencing the Shares will be
executed and delivered by the Company; and (iv) all applicable securities laws
are complied with.

              P.O. BOX 11142, Suite 950 - 1055 West Georgia Street
                         Vancouver, B.C. Canada V6E 3P3
               Telephone: (604) 639-1180 Facsimile: (604) 639-0484
MACNEILL LAW

Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued as fully paid and non-assessable.

We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement. In giving such consent, we do not hereby concede
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations promulgated
thereunder, or that we are "experts" within the meaning of the Securities Act of
1933 or the rules and regulation promulgated thereunder.

Yours truly,

(signed) MacNeill Law
[KPMG LOGO OMITTED]
                   KPMG  LLP                            Telephone (604) 691-3000
                   Chartered Accountants                Telefax   (604) 691-3031
                   Box 10426, 777 Dunsmuir Street       www.kpmg.ca
                   Vancouver BC V7Y 1K3
                   Canada

                         CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors
Mountain Province Diamonds Inc.

We consent to the use of our reports dated June 13, 2003 incorporated by
reference herein.

KPMG LLP (Signed)

Chartered Accountants

Vancouver, Canada
February 18, 2004

[KPMG LOGO OMITTED]

                       KPMG LLP, a Canadian owned limited liability partnership
                       established under the laws of Ontario, is the Canadian
                       member firm of KPMG International, a Swiss nonoperating
                       association.