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CORRESP
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filename1.htm

      February
9, 2009

      Via FedEx and
Edgar

      Mr. Larry
Spirgel

      Assistant
Director

      Mail Stop
0407

      Division
of Corporation Finance

      Securities
and Exchange Commission

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549

                    RE:

                    MDC
      Partners, Inc.

                    Form
      10-K for Fiscal Year Ended December 31, 2007

                    Filed
      March 10, 2008

                    Form
      10-Q Fiscal Quarter Ended September 30, 2008

                    File
      No. 1-13718

      Dear Mr.
Spirgel:

      Set forth
below are the responses of MDC Partners Inc. (the “Company”) to the comments of
the Staff of the Division of Corporation Finance, which were set forth in your
letter dated January 30, 2009 (the “January 30th
Letter”) regarding the Company’s above-referenced filings.  The
responses to the Staff’s comments are provided in the order in which the
comments were set out in the January 30th Letter
and are numbered correspondingly.

      The
Staff’s comments, indicated by bold, are followed by responses on behalf of the
Company.  Page references below are to the applicable Exchange Act
filing, as the case may be.

      Form 10-K for Fiscal Year
Ended December 31, 2007

      Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
14

                1.

                We
      note from your response to prior comment 2 that you are in the process of
      completing your annual goodwill impairment test as of October 1,
      2008.  However, it appears to us that there may be other
      significant events and circumstances, such as declining stock prices and
      worsening economic conditions, that would have triggered the requirement
      for you to test goodwill impairment at a later date within the fourth
      quarter.  Tell us what consideration you have given to
      performing a goodwill impairment test as of a subsequent
    date.

      Mr. David
Doft

      MDC
Partners, Inc.

      February
9, 2009

      Page
2

      The
Company is still in the process of finalizing its testing for goodwill
impairment. The Company has taken into account the current events and
circumstances, in particular the worsening economic conditions, in its
evaluation.  Specifically, the Company has used revised current
forecasts for its reporting units, applied market multiples published in January
2009, and utilized discount rates as of December 31, 2008.  As part of
the Company’s testing process, we reconcile the aggregate fair value of the
reporting units used to test the carrying value of the Company’s investments to
the market capitalization of the Company.  In the “Management’s
Discussion and Analysis of Financial Condition and Results of Operation” of its
next Annual Report on Form 10-K, the Company will include a discussion of the
goodwill assessment process, as well as the nature of the reconciliation of the
aggregate fair value of the reporting units to the market capitalization as of
the test date and as of year end.

      Note
2.  Significant Accounting Policies, page 47

      Put Options, page
53

                2.

                We
      note your response to prior comment 3.   Since your
      accounting policy as disclosed at page 53 of your financial statements
      utilized a comparison between the estimated exercise price and the
      estimated fair value of the minority interest shares, it appears that you
      do not consider the shares to be redeemable at fair value.  If
      the redemption prices of the minority interests do not equal or reasonably
      approximate fair value, we believe that you were required to apply the
      measurement principles of paragraphs 13-17 of EITF Topic D-98 for all
      periods presented. Please revise accordingly or
  advise.

      The
Company has entered into the Put arrangements based on its belief that the
redemption price of the Put would approximate fair value.  Put
arrangements were entered into as of an original transaction date in order to
provide existing management an additional liquidity event in the future. At the
inception of the arrangement, the Put formula was agreed to on the same basis as
the formula used to calculate the initial purchase price of the business.
Businesses in the Company’s industry are purchased based principally on this
formula; industry surveys published on the prospects for industry mergers and
acquisitions discuss valuation multiples based on this formula. The formula is
based on a multiple of earnings before interest, taxes, depreciation and
amortization (“EBITDA”), taking into account potential adjustments to the
multiple for growth and profit margin expansion. As stated in the Company’s
Annual Report on Form 10-K, the Company’s strategy is to acquire market-leading
businesses.  Accordingly, the Company in its evaluation of a potential
acquisition target uses this formula as the basis for any proposed purchase
price.

      To date,
the estimated exercise price and the estimated fair value have always
approximated the same amounts. The reason is that the calculation of the
exercise price is base on a multiple of EBITDA which is similar to the
calculation of the estimated fair value. As stated above, the industry surveys
and analysis support the estimated fair value of the Company’s businesses using
a multiple of EBITDA. The accounting policy disclosed on page 53 of Form 10-K is
intended to provide guidance to the reader that if the estimated exercise price
did in fact exceed the estimated fair value, a charge affecting the income
statement may be taken. To date no such charges have been recorded by the
Company.

      Mr. David
Doft

      MDC
Partners, Inc.

      February
9, 2009

      Page
3

      The
Company believes that D-98 is applicable as to the disclosure requirements in
paragraph 41 and further believes that it has complied with those
requirements.

      *    *    *    *

      Please
direct any questions concerning the above responses to the undersigned
(telephone: (646) 429-1818; fax: (212) 937-4365), with a copy to Ethan
Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
225-3999).

                      Very
      truly yours,

                      /s/
      David Doft

                      David
      Doft

                      Chief
      Financial Officer

                  cc:

                  Melissa
      Hauber

                  Robert
      S. Littlepage, Jr.

                       Securities
      and Exchange Commission

                  Miles
      S. Nadal, Chairman and Chief Executive Officer

                  Mitchell
      Gendel, General Counsel & Corporate Secretary

                  Michael
      Sabatino, Chief Accounting Officer

                  Members
      of the Audit Committee of Board of Directors of MDC Partners
      Inc.

                  Joseph
      Klausner, BDO Seidman LLP

                  Ethan
      Klingsberg, Esq., Cleary Gottlieb Steen & Hamilton
  LLP