SecProbe.io

December 15, 2010
 Via U.S. Mail and Facsimile to 212-937-4365

 Miles S. Nadal Chief Executive Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario Canada M5R 2E3
Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 10, 2010   Form 10-Q for Fiscal Quarter Ended September 30, 2010    File No. 1-13178

Dear Mr. Nadal:

 We have reviewed your filings and have the following comments.  Except where noted,
please confirm you will comply with our comments in future filings and explain to us how you
intend to comply.
  In some of our comments, we ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 25
 1. From pages 31 and 33, we note your operating profit and margin decreased primarily
because direct costs increased as a percentage  of revenue for the three and nine months
ended September 30, 2010.  You state direct co sts increased on account of certain costs
being included in both revenue and direct  costs which, in turn, was on account of you
acting as principle instead of agent on specific client contracts.  However, it is not clear
why your operating profits would decrease de pending on your status as principle or

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 2

agent.  Please tell us how your operating profits changed based on your presentation of
revenue on a gross or net basis.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Item 1A.  Risk Factors, page 6

 We are a holding company…, page 10

 2. We note your disclosure on pages 10 and 28 regarding the statutory or contractual
restrictions which affect your subsidiaries’ ability to make intercompany funds transfers.
In light of these restrictions, expand your disclosure to comp ly with the requirements of
Rule 4-08(e)(3)(ii) of Regulation S-X, if  applicable.  In addition, tell us how you
determined that it was not necessary for you to provide condensed parent company financial information and other data in a fina ncial statement schedule in accordance with
Rule 12-04 of Regulation S-X.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

3. In the third paragraph from the bottom of page 22, you expl ain that organic growth in
Strategic Marketing Services was driven by net new business wins offset by foreign
exchange issues; and in the last paragra ph at the bottom of page 22, you explain the
organic revenue declines in  Performance Marketing Services was due to customers
reducing their outsourcing n eeds and client project spe nding.  Please provide more
meaningful disclosure regardi ng the drivers that affect your results.  For example, explain
the factors and circumstances that account fo r net new business wins or reduced client
spending.  In this regard, we refer you to co mment one in our letter dated December 11,
2008 where we generally asked you to explai n how your operations and liquidity are
affected by different factors such  as known trends or events.
 Liquidity and Capital Resources, page 28

 Other Balance Sheet Commitments, Page 33

 4. We note in the table on page 34 that you have  presented amounts as “Operating income
before depreciation and amortization to be recei ved” and have described this line item as
representing amounts to be received commenci ng in the year the put is exercised. Explain
for us in more detail what these amounts represent and clarify why operating income would increase upon the exercise of the options.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 3

Critical Accounting Policies, page 35

 Acquisitions, Goodwill and Other Intangibles, page 36

 5. We note that goodwill accounted for approximately  50% of total assets at December 31,
2009.  We also note that you experienced a net loss for the year ended December 31,
2009.  If you are at risk of failing step one  of the goodwill impairment test for your
reporting units, you should disclose  the following information:

• The percentage by which fair value exceeded  carrying value as of the date of the
most recent test;
• The amount of goodwill allocate d to the reporting unit;
• A description of the methods and ke y assumptions used and how the key
assumptions were determined;
• A discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible (e.g., the valuati on model assumes recovery from a business downturn
within a defined period of time); and
• A description of potential events and/or  changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

Otherwise disclose, if true, in your critical  accounting policies and estimates section of
the MD&A, that none of your reporting units with significant goodwill are at risk of
failing step one of the goodwill impairment test .  For further guidance, refer to Release
33-8350 “Interpretation: Commission Guidance Regarding Management's Discussion and
Analysis of Financial Condition and Results of  Operations.”  Please provide us with the
proposed disclosures you intend to include in your next Form  10-K to comply with this
comment.
 Note 2.  Significant Accounting Policies, page 49

 Redeemable Noncontrolling Interest, page 52

 6. You state that you record any excess of the estimated exercise price over the estimated
fair value of the noncontrolling interest shar es as a charge to nonc ontrolling interests in
the statement of operations.  Tell us the imp act of this policy on your financial statements
for the year ended December 31, 2009, incl uding the amount of the excess of the
redemption price over fair value.  In th is regard, you disclose in Note 4 several
acquisitions of non-controlling interests wh ereby the amount paid for the additional
interests exceeded the fair va lue of the equity purchased.
 7. Tell us where you record the offset to th e net income or loss attributable to non-
controlling shareholders on your balance sheet.  In this regard, these amounts are not
apparent in your rollforward of redeemable  noncontrolling interests on page 53 or the

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 4

changes in the noncontrolling interests in your statement of stockholde rs equity on page
48.
 Note 4.  Acquisitions, page 57

 8. We note that during 2009 you acquired additional interests in several subsidiaries which
you already controlled.  For your acquisition of VitroR obertson, you recorded the
difference between the fair value of the shar es and the carrying value of the Redeemable
Noncontrolling interests as addi tional paid in capital.  For the purchase of the remaining
interest in CPB you recorded a reduction to  additional paid in capital as well as
identifiable intangible assets .  Please describe for us your policy for recording step
acquisitions and your basis in the accounting literature.
 Note 16.  Segmented Information, page 79

 9. We note your disclosure that you changed your  segment reporting structure to conform
more closely with how the chief opera ting decision maker manages your business
segments.  We also note that your two reporta ble segments are the aggregation of various
operating segments.  Describe for us the nature  of the changes in the management of your
businesses that occurred in the fourth quart er of 2009.   Tell us your operating segments
and tell us how you have aggregated these into reportable segments, including whether
your aggregation criteria has changed in 2009.
  Note 18.  Commitments, Contingencies, and Guarantees, page 85

 Put Options, page 85

 10. You state that the company could be re quired to pay an aggregate amount of
approximately $29.5 million to the holders of put  options to acquire additional ownership
interests in certain subsidiaries.  Tell us  why this amount differs from the $33.7 million
recorded as redeemable noncontrolling intere sts on your balance sh eet at December 31,
2009.
 Definitive Proxy Statement filed April 27, 2010

 Incentive Awards Based on 2009 Performance, page 17

 11. We note the incentive awards are based on two components, an individual component
and a corporate component, where the corporat e component is broken down into: (i) an
adjusted EBITDA target, (ii) relative organic revenue growth, (iii) fr ee cash flow targets,
and (iv) refinancing the Comp any’s balance sheet.  Furthe r, we note you disclose the
2009 EBITDA target to be $61.5 million and the 2009 EBITDA achievement to be $64.8 million based on exhibit 99.1 to the Form 8-K filed on February 25, 2010.  To help investors easily understand your compensation program, please disclose the achievement

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 5

of all of your objective perfor mance targets in the relevant section of the Compensation
Discussion and Analysis.
 12. Although you disclose the 2009 EBITDA target, we note you did not disclose the 2009
targets for free cash flow and organic revenue gr owth as compared to your peers.  In this
regard, we note your response to comment seven from our letter dated December 11,
2008.  In comment seven, we asked you to disclo se “pre-approved crite ria and targets in
future filings,” and you agreed to “provide additional disclosure with respect to pre-
approved performance criteria used in conn ection with the determination of incentive
awards.”  Please tell us why you have not pr ovided all of your objective performance
targets.
 13. We also note the corporate component include d other financial and strategic goals such
as refinancing the balance sheet.  Please di sclose how achievement of this performance
target was evaluated and, if you use other non- numerical financial or  strategic goals in
the future, please disclose the part or per centage of the corporate component that are
made up of these goals.

14. We also note the annual incentive awards have an individual  component or key
performance indicators.  In th is regard, please refer to prio r comment 13 and tell us why
you have not provided all of the individual performance targets for the Named Executive
Officers.  We also refer you to our request  in comment seven from our letter dated
December 11, 2008 that says “[t]o the extent the targets are not stated in quantitative
terms, disclose how the compensation committee determined the officer’s achievement levels for that performance measure.”
 15. From the first three sentences of the last  paragraph on page 17, we note you reviewed
actual corporate and individua l performance to calculate the actual achievement of
company and individual performance goals.  From the table on page 18, we also note you
disclose the aggregate achievement of these corporate and individua l goals.  Most NEOs
achieved 100% of the corporate and individua l goals; however, one NEO did not.  Please
break down the aggregate achievement level in to their main components and explain how
these components are weighed (i.e. are the corporate and individua l components weighed
equally or otherwise).  In th is regard, we refer you to comment eight from our letter dated
December 11, 2008 where we asked you to “provide a detailed explanation of how the
various individual and corporat e performance criteria and targets … actually resulted in
the 2007 incentive awards for each of the named executive officers.”
 16. Further, we note you paid the NEOs a special  bonus.  If you award a similar bonus in the
future, please disclose the quantitativ e or qualitative reasons for the bonus.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 6

Form of Long-Term Incentives, page 18

 17. At the top of page 19 you disclose the restri cted stock and restricted stock unit grants
made to the NEOs in March 2010 will vest on an accelerated basis if the company meets
certain EBITDA growth.  Although you present this  information in terms of a percentage,
please disclose the actual numerical targets.
 Summary Compensation Table, page 20

 18. From the table on page 18, we note you disc lose the total amounts you awarded to the
NEOs under the 2009 annual incentive plan, in cluding the amounts for a special bonus.
However, the Summary Compensation Table does not disclose any amounts under the
“Non-Equity Incentive Plan Compensation”  column.  Refer to CD&I 119.02 found on
our website at http://www.sec.gov/divisions/c orpfin/guidance/regs-kinterp.htm, and tell
us where in the Summary Compensation Tabl e you have disclosed the awards under the
2009 annual incentive plan and why.  Further, if you have disclosed these awards in the
“Bonus” column instead of the “Non-Equity  Incentive Plan Compensation” column,
please tell us why.
 Grants of Plan-Based Awards Table, page 22

19. Similarly, please explain why you have not di sclosed the estimated future payouts (i.e.
the threshold, target, and maximum amounts) under the 2009 annual in centive award plan
in this table.
 Narrative Disclosure to the Summary Compensa tion Table and Grants of Plan-Based Awards
Table, page 23
 20. We note from the disclosure at the top of  page 23 you increased Mr. Nadal’s long term
equity incentives to 300% of his current base salary in 2009 from 250% in 2008 “based
on a range of factors.”  Please tell  us what these factors are.

Outstanding Equity Awards at 2009 Fiscal Year-End Table, page 25

 21. Footnotes two, four, and five to this table di sclose the awards will vest upon meeting an
organic revenue growth performance target and stock price appreciation.  Tell us what
these targets are and disclose similar targets in future filings.
 Potential Payments Upon Termination or Change in Control, page 27

 22. We note your disclosure under this section.  To help investors readily understand this
disclosure, in addition to your current presenta tion, please consider summarizing this
information in a table that describes the circumstances unde r which payments are made
and the amount of these payments.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 7

23. We note that certain terms such as “change in control” and “for good reason” vary
between agreements.  Nonetheless, please su mmarize and disclose the definitions of key
terms as they apply to each agreement.
 24. Please refer to Instruction 1 to Item 402(j) of Regulati on S-K.  We note you provide
quantified disclosure in certain circumstances  such as the first sentence of the second
paragraph under “Robert Dickson.”  Howeve r, you do not provide quantified disclosure
in other circumstances such as in the first sentence of the second paragraph under “Miles
S. Nadal.”  Please provide the required quantified disclosure.
 25. At the top of page 28, we note you paid  Mr. Rosenberg $1,239,000 under a separation
agreement.  Please explain how this amount  reconciles with the amount disclosed in
footnote three to the Summary  Compensation Table.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.

In responding to our comments, please provi de a written stat