SecProbe.io

Mail Stop 3720

       January 28, 2011
 Mr. 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 response letter da ted January 20, 2011 and have the following
comments.  Please provide us with the request ed 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-K for Fiscal Year Ended December 31, 2009

Item 1.A.  Risk Factors, page 6

We are a holding company…page 10

1. We note your response to comment two from our letter dated December 15, 2010.  Please
explain the restrictions placed on the transfer of cash from th e subsidiaries to the parent
company by the dividend surplus laws and th e partnership agreements with the minority
shareholders.  Please clarify whether you have included these restrictions in your calculation
of restricted net assets as of December 31, 2009.

Mr. Miles S. Nadal
MDC Partners, Inc. January 28, 2011 Page 2

 Note 16.  Segmented Information, page 79

 2. We note your response to comment nine from our letter dated December 15, 2010.  It is
unclear to us why your change in the way ma nagement analyzes the business impacted your
reportable segments for the fiscal year e nded December 31, 2009.  In this regard, we note
that you continue to identify each operating subsid iary as an operating segment.  Explain to
us in more detail the factors that change d your determination of whether your operating
segments met the aggregation criteria disc ussed in ASC 280-10-50-11.  Please provide us
with your analysis demonstrating that the aggregated segments had similar economic
characteristic and how this analysis differed from the prior year.

Note 18.  Commitments, Contingencies, and Guarantees, page 85

3. We note your response to comment 10 from our letter dated December 15, 2010, in which
you state that you recorded an adjustment of $4.2 million in error.  Pleas e describe for us in
more detail the nature of this error and th e impact that its correction would have on your
financial statements.

You may contact Melissa Hauber,  Senior Staff Accountant, at (202) 551-3368 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at (202) 551-2210 or Robe rt F. Bartelmes, Senior Fina ncial Analyst, at (202) 551-3354
with any other questions.

Sincerely,    Larry Spirgel Assistant Director