SecProbe.io

Mail Stop 3720

August  09, 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Response dated June 15. 2016
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your June 15, 2016  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
16

Advertising and Communications Segment, page 20 and 24

1. We note your response to comment 1.   Tell us why it is appropriate to calculate  organic
revenue growth to reflect acquisition revenue adjustments (ii) and (iii) per your
response.   In order that we may better understand your calculation of organic revenue
growth, please provide us a detailed calculation  and explanation of each acquis ition
adjustment of $46.3 million and $54.6 million for 2015 and 2014 respectively to arrive at
the reported organic revenue growth for each of those years.     Explain how  adjustment
(ii) compares with acquisition rev enue calculated under GAAP and  illustra te how current

Mr. David Doft
MDC Partners Inc.
August 9, 2016
Page 2

 period revenue from a prior year’s acquisition is measured prior to and through the 12 -
month anniversary of your ownership per adjustment (iii) to determine organic revenue
growth.

Additionally, in your definition of organic revenue growt h, please state how you give
effect to divestitures.

14.  Segment Information, page 75

2. Based on the information provided in your response as well as in a call on July 13, 2016,
it appears that each of your Partner Firms represents an operating segment as set forth in
ASC 280 -10-50-1.  Specifically, each Partner Firm engages in business activities for
which it earns revenue and incurs expenses, each Partner Firm’s operating results are
regularly reviewed by the CODM to allocate resources and assess perfo rmance, and each
Partner Firm has discrete financial information available.  Based on this information, we
are unable to agree with your conclusion that the Partner Firm network together
represents your single operating segment.   Considering this, please t ell us how you plan
to revise your segment presentation.  To the extent you intend to aggregate two or more
operating segments into one or more reportable  segments, please provide us with a
detailed analysis of how the aggregation underlying each reportabl e segment complies
with the criteria in ASC 280 -10-50-11 through 19.

3. Further to the above, we note that you previously determined that each of your Partner
Firms represents a component and that you aggregate similar components together for
purposes of you r goodwill impairment testing.  Pursuant to FASB ASC 350 -20-35-33
through 37, the reporting unit should be any component of the operating segment or the
aggregation of the components as appropriate.  If there are no components, the reporting
unit would be the operating segment.  However, operating segments may not be
aggregated together for purposes of the goodwill impairment assessment.  Please provide
us with an analysis as to how the change in the operating segment determination would
have impacted your most recent annual goodwill assessment.

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 Ex change Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, plea se provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. David Doft
MDC Partners Inc.
August 9, 2016
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commi ssion from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at  (202)
551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications