SecProbe.io

Mail Stop 3720

October 5, 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  September 8, 2016
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your September 8, 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 in your response to comment 1 it is your belief that organic revenue gro wth is
the “most accurate representation of the financial performance of its businesses, as it
represents the impact of the Company’s management oversight … and the network
benefits of inclusion in the broader portfolio of firms.”  You further state that “ this
approach appropriately credits the Company with changes in performance of the business
that take place under the Company’s stewardship.”  Please accompany the disclosure you
propose to make in your letter dated June 15, 2016 with an explanation of why  you

Mr. David Doft
MDC Partners Inc.
October 5 , 2016
Page 2

 believe organic revenue growth (decline) as defined provides useful information to
investors.  Also, specifically address in this disclosure:
 the fact that other companies may calculate organic revenue growth using a different
methodology;
 your abilit y to fully integrate newly acquired businesses and the timing of this
integration;
 the fact that revenue earned immediately after a business acquisition is consummated is
dependent upon work and marketing performed prior to management’s oversight;
 the impa ct of work in progress, existing contracts and backlog of the acquired businesses
on the calculation of organic revenue growth (decline);
 the extent acquired management teams impact the performance of the acquired
businesses post - acquisition; and
 why ma nagement is taking credit for any positive developments in an acquired business
that may have taken place during the period preceding the acquisition and how investors
should consider this circumstance when assessing performance.

2. Please provide in MD&A a  reconciliation of revenue from acquisitions, provided in your
explanation for the change in revenues in the table at the bottom of page 20, to the total
amount of revenue from acquired businesses included in revenue reported on your
consolidated statement s of operations.

14. Segment Information, page 75

3. We note your response to comment 2.  Upon completion, please provide us your detailed,
comprehensive analysis in support of your aggregation of each of your Partner Firm
operating segments into reportable  segment(s) in accordance with the criteria set forth in
ASC 280 -10-50-11 through 19.

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