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                               			December 10,
2012

Via FedEx and Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

 RE: MDC Partners, Inc.

Form 10-K for the Year Ended December 31, 2011

Filed March 15, 2012

Form 10-Q for the Quarterly Period Ended September
30, 2012

Filed November 9, 2012

Form 8-K

Filed November 5, 2012

File No. 001-13718

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 November 27, 2012 (the “November 27th 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 November 27th 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, 2011

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 18

Executive Summary, page 18

Certain Factors Affecting Our Business, page 19

 1. Please consider expanding this section to discuss how the following trends affect or are expected to affect your results
of operations.

 · The rapid increase in the amount of revenue attributable to digital offerings;

 · The increase of expenses at a greater rate than revenues over recent periods;

 · Your intention to focus on de-leveraging your balance sheet after a period of significant investment through acquisitions;
and

 · The interest of client procurement departments in driving down fees

In preparing this disclosure, please consider
the Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release
Nos. 33-8350, dated December 29, 2003).

The
Company confirms that it will provide specific additional disclosure in future SEC filings regarding the foregoing trends that
affect or are expected to affect the Company’s results of operations.  For example, the rapid increase in
the amount of revenue attributable to digital offerings is indicative of the changing needs of clients and the evolving competitive
landscape.  Changes in the way consumers interact with media due to increased use of the Internet and adoption of smartphones
has led to increased demand for digital offerings, which we expect could have a positive impact on our results of operation.

The increase of
expenses at a greater rate than revenues over recent periods reflects both the increase in expenses for deferred acquisition consideration
and from our investment in headcount for certain growth initiatives.  Should our acquisitions continue to outperform current
expectations, expenses for deferred acquisition consideration could increase as well in future periods.  If our growth initiatives
do not provide sufficient revenue to offset the incremental costs in future periods, profits could be reduced and severance expense
could be incurred in order to return to targeted profit margins over time.

Our
intention is to focus on de-leveraging our balance sheet in the coming years following a period of significant investment through
acquisitions.  We view de-leveraging as a reduction in our leverage ratio.

Over the last several
years, client procurement departments have begun to focus on marketing services company fees to ensure efficiency of the investment
the client is making in marketing.  This has led to a more competitive pricing environment and increased efforts on delivering
and measuring proper value for the fees received from clients.  We have invested in resources to work with client procurement
departments to ensure that we are able to deliver against client goals in a mutually beneficial way.  For example, we have
explored new compensation models, such as performance-based incentive payments, in order to meet to greater align our success with
our clients.  These incentive payments may offset negative pricing pressure from client procurement departments.

    2

Revenue Recognition, page 56

 2. As disclosed, for certain service transactions which require delivery of a number of service
acts, you use the Proportional Performance Model which generally results in revenue being recognized based on the straight-line
method. Please clarify if the underlying arrangement calls for a specified number of defined and similar acts and disclose how
you accounted for the related costs. Please refer to your basis in the accounting literature.

The Company uses the Proportional Performance
Model to recognize revenue in limited situations in accordance with ASC 605-25. In the limited cases where the Proportional Performance
Model is used there are a specified number of defined and similar acts. The related costs are expensed as incurred regardless of
how the revenue is recognized. The pattern of service is such that services and the related costs are typically incurred evenly
throughout the term of the contracts. The most significant costs are salaries of employees, which do not vary significantly on
a monthly basis, and occupancy costs, both expensed as incurred. In addition, based on the termination clause in the contracts,
the agency will be compensated for all services provided to the date of termination. Therefore, the Company believes that revenue
should be recognized on a straight-line basis as it appears to be the most systematic and rational basis which represents the pattern
in which performance takes place.

17. Commitments, Contingencies, and Guarantees, page 88

 3. We note that the Company is obligated, under certain put option rights held by certain owners
of non-controlling interests, to pay an aggregate amount of approximately $88,086 only upon termination of such owners’ employment
with the applicable subsidiary or death. Tell us how you considered paragraphs 4 and 64 of ASC 480-10-55 in accounting for such
put option rights.

We considered paragraph 4 of ASC 480-10-55
(Stock that must be redeemed upon the death or termination of the individual who holds it, which is an event that is certain to
occur), the Company has recorded these obligations of $88,086 as a component of Redeemable Noncontrolling Interests based on the
fact that death is deemed to be certain. We have classified these put options as Reedemable Noncontrolling Interests in accordance
with ASC 480-10-S99. These put options are not freestanding and accordingly have been included in Reedemable Noncontrolling Interests
as opposed to a liability account had they been freestanding. We believe our disclosure in footnote 17, Commitments, Contingencies,
and Guarantees, is in compliance with the disclosure requirements in paragraph 64 of ASC 480-10-55 and paragraph 4 is deemed to
be not applicable.

    3

Definitive Proxy Statement; Incorporated by Reference
Into Part III

Compensation Discussion and Analysis, page 13

Incentive Awards Based on 2011 Performance; Exercise of
Discretionary Authority, page 18

 4. With respect to the organic revenue generation performance metric disclose the peer companies you compared your performance
to as well as the actual performance of those peer companies.

The peer group of marketing service companies
that was used in assessing achievement of organic revenue growth in 2011 included Omnicom, WPP Group and Interpublic Group of Companies,
which is the same comparator group referenced in the prior section of the Proxy Statement. In 2011, the Company’s organic
revenue growth was equal to 17%, which compared favorably against Omnicom (6.4%), WPP Group (5.3%) and Interpublic Group of Companies
(7.0%), which amounts were determined based on such peer companies’ public filings. The Company will provide this information
in future filings.

Calculation of 2011 Annual Incentive Awards, page 19

 5. Footnote one to the Summary Compensation Table and the accompanying narrative disclosure indicates
that you made an additional cash incentive payment of $1,875,000 to your CEO on February 15, 2012 for performance in fiscal 2011.
Tell us how much of this additional cash payment was subject to repayment at December 31, 2011.

As disclosed in footnote 1 to the Summary
Compensation Table, the Company paid the CEO an additional cash incentive payment of $1,875,000 on February 15, 2012. If the CEO
resigns or is terminated for cause prior to December 31, 2012, then the CEO shall be required to repay 100% of the net after-tax
proceeds of the incentive payment. However, no portion of the additional cash payment made in February 2012 was subject to repayment
at December 31, 2011. No amount of such February 2012 payment was expensed in 2011, given that amount is subject to repayment from
the payment date (February 15, 2012) until July 31, 2015.

Form of Long-Term Incentives; EVARs, page 20

 6. Clarify, if true, that the equity grants made in March of 2011 relate to payment of 2010 annual
incentive awards.

The equity award grants made in March 2011,
do relate to achievement of performance in 2010 by the named executive officers, but were also intended to serve as a retention
mechanism and as “incentives” for future performance to the Company based upon the potential appreciation of the underlying
value of the equity awards.

    4

 7. The disclosure here indicates that 90% of the restricted stock or RSUs under the awarded EVARs
will be granted at a threshold of $26.25 per share. Please explain the circumstances in which 100% of the restricted stock or RSUs
would be granted. In addition, please explain whether and how the smaller equity award granted to each NEO on January 26, 2011
pertains to the EVARs. Revise as necessary.

As disclosed in the Company’s Current
Report on Form 8-K filed on January 27, 2011, each EVAR consists of the right to receive grants of restricted stock or restricted
stock units if specified stock price targets are achieved during the three-year measuring period of 2011 – 2013, and subject
to continued employment. The first 10% of underlying shares of restricted stock or restricted stock units for each EVAR was granted
on January 26, 2011, subject to vesting on December 31, 2013. Grants of restricted stock or restricted
stock units with respect to the remaining 90% of each EVAR are conditioned on the Company achieving stock price appreciation targets
prior to December 31, 2013 as follows:

     15-Day Weighted Ave. Price on NASDAQ
    Restricted Stock or RSUs Granted under EVAR

    $20.00
    30%

    $22.75
    30%

    $26.25

        30%

The
Company will provide this information in future filings.

Summary Compensation Table, page 21

 8. Please explain how you determined the figures reported under “Bonus” for each
NEO and how those figures comply with Item 402(b)(iv) of Regulation S-K. Specifically address how the respective figures represent
the dollar value of the annual incentive awards earned during the relevant period and not subject to repayment. For example, it
is not clear whether any of the $3,750,000 award Mr. Nadal earned in 2011 is reported or properly deferred until the portions of
that amount are no longer subject to repayment. For further guidance, see CD&I Question 119.7.

The Company determined the figures reported
under “Bonus” for each NEO in accordance with Item 402(b)(iv) of Regulation S-K. The Company expensed over a straight
line basis the amount of bonus that was earned and no longer subject to repayment. Accordingly, under the “Bonus” column
the Company reported the amount of expense that was recorded in the Company’s annual financial statements for the year ended
December 31, 2011. Mr. Nadal received $1,875,000 in August 2011, and the amount expensed in 2011 was $213,068. In February 2012,
Mr. Nadal received an additional $1,875,000 payment (as disclosed in footnote 1), but no amount of such payment was expensed in
2011, given that amount is subject to repayment from the payment date (February 15, 2012) until July 31, 2015.

    5

 9. Please explain the statement in footnote three that “[i]nformation with respect to the
SARs granted to the named executive officers in 2009 is disclosed in the Grants of Plan-Based Awards Table of this Proxy Statement
and the accompanying notes.” We note that the Grants of Plan-Based Awards table speaks only to grants in fiscal 2011, in
accordance with Item 402(d)(1) of Regulation S-K.

The correct reference with respect to the
SARs granted to the named executive officers in 2009 should be to the “Outstanding Equity Awards at 2011 Fiscal Year-End”
table in the Proxy Statement and the accompanying notes, including footnote number 1 on such table. We confirm that the Company
will include the correct cross reference for the 2009 SAR grants in the next Definitive Proxy Statement.

Form 10-Q for the Quarterly Period Ended September 30,
2012

Unaudited Condensed Consolidated Balance Sheet, page 5

 10. We note that your operating income is continuing to decline (negative for the nine months
ended September 30, 2012) and you continue to incur net losses and working capital deficits. Please tell us in detail how you considered
ASC 350-20-35-3C to 3G in concluding that it is more likely than not that the fair values of your reporting units are not less
than their carrying amounts.

The Company’s operating income for
the nine months ended September 30, 2012 was a loss of $12.2 million, compared to operating income of $15.4 million in 2011. Included
in the 2012 loss is a charge of $20.1 million relating to contingent purchase price adjustments compared to a charge of $0.9 million
in 2011. The significant increase in the contingent purchase price adjustment charge in 2012 is a direct result of certain 2010
and 2011 acquisitions, whose performance has exceeded all expectations. In addition, the 2012 period includes $23.8 million compared
to $14.5 million of stock-based compensation expense related to corporate and executive employees. Adjusting the 2012 operating
results for the increase of these specific corporate charges, 2012 results would have resulted in income for the period of $16.3
million compared to $15.4 million in 2011. Therefore, we do not believe ASC 350-20-35-3C to 3G applies as the operating units continue
to perform well and exceed expectations. This guidance refers to assessing relevant events and circumstances when evaluating whether
it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We believe that there is no
event or circumstance that would affect the fair value of a reporting unit to be less than its carrying amount based on the fact
that the performance has exceeded expectations.

Variable Interest Entity, page 10

 11. We note your conclusion that you are the primary beneficiary of Doner Partners because you
receive a disproportionate share of profits and losses as compared to your ownership percentage. As Doner Partners’ primary
beneficiary, tell us how you concluded that you have a controlling financial interest. Refer to ASC 820-10-25-38. Additionally,
as applicable, please provide the disclosures of primary beneficiary pursuant to ASC 820-20-50-12.

    6

The Company has concluded that we have
a controlling financial interest based on the following facts:

 1. Our convertible preferred interest gives us a 70% financial interest for both income and losses and allows us to increase our
voting ownership to 70% for no additional consideration at any time and thus exercise formal control of the company and board of
directors;

 2. We have the final approval of the annual operating and capital expenditures budgets and approval of any variances throughout
the year;

 3. Doner Partners LLC (“Doner”), is part