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CORRESP
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		November
12, 2015

Via Edgar

Mr. Larry Spirgel

Ms. Celeste Murphy

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, 2014

Filed March 2, 2015

Form 10-Q for the Quarter
ended June 30, 2015

Filed August 7, 2015

File No. 001-13718

Dear Mr. Spirgel and Ms. Murphy:

Set forth below are the responses of MDC
Partners Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff,” “Commission,” or “SEC”), which were set forth in your
letter dated October 23, 2015 (the “October 23rd 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 October 23rd Letter and are numbered correspondingly.

*            *            *            *            *

Item 1a. Risk Factors

We have significant contingent obligations related to
deferred acquisition consideration and minority interests in our subsidiaries, which will require us to utilize our cash flow and/or
to incur additional debt to satisfy, page 6.

 1. We note your response in comment 2. In your MD&A disclosure please further discuss, through the eyes of management,
any known trends that may impact deferred acquisition totals and the amount of redeemable non-controlling interests for your two
reportable segments. Additionally, on a segment basis, please provide a discussion of the drivers of the net changes in deferred
acquisition totals with an emphasis on detailing to what degree increases can be attributed to acquisitions of new businesses,
compounding past deferred considerations that have remained outstanding (due to subsidiary revenue or growth targets not being
met), or downward redemption value adjustments.

The
Company has recorded deferred acquisition consideration liabilities and redeemable noncontrolling interests in connection with
certain of its acquisitions, which are initially recorded at their acquisition-date fair values and re-measured each period.

The deferred acquisition consideration
liabilities and redeemable noncontrolling interests are impacted by (i) present value adjustments to accrete the acquisition date
fair value to the estimated future payment amount at the reporting date and (ii) changes in the estimated future payment amount
resulting from the underlying subsidiary’s financial performance. Significant changes in financial performance and metrics,
such as profit margins and the rate of earnings growth, relative to expectations could result in adjustments to redemption value.
In addition, the deferred acquisition consideration liabilities and redeemable noncontrolling interests could be materially impacted
by future acquisitions, including acquisitions of incremental ownership of the Company’s majority-owned subsidiaries, and
the particular structure of such acquisitions. These factors and activities are consistent
across the Company’s SMS and PMS segments.

In
its Form 10-Q for the quarter ended September 30, 2015, the Company has included enhanced disclosure to provide information about
changes in the deferred acquisition consideration liabilities by segment as shown below. [See MD&A, “Liquidity and Capital
Resources: Deferred Acquisition Consideration and Other Balance Sheet Commitments” (p. 48).]

      2

    Strategic

Marketing

Services
    Performance

Marketing

Services
    Total

    Beginning balance - deferred acquisition consideration
    $ 110,727
    $ 61,500
    $ 172,227

    Payments
      (54,339 )
      (22,857 )
      (77,196 )

    Grants
      131,437
      31,731
      163,168

    Redemption value adjustments
      6,033
      (8,383 )
      (2,350 )

    Foreign translation adjustment
      (176 )
      (3,403 )
      (3,579 )

    Total contingent payments
      193,682
      58,588
      252,270

    Fixed payments
      25,948
      13,509
      39,457

    Ending balance - deferred acquisition consideration
    $ 219,630
    $ 72,097
    $ 291,727

    Redeemable noncontrolling interests
    $ 65,602
    $ 5,724
    $ 71,326

Included
in grants (above) are deferred acquisition consideration liabilities recorded in connection with the Company’s acquisitions.
During the period, the Company completed one new acquisition within the PMS segment and recorded
deferred acquisition consideration liabilities and redeemable noncontrolling interests with acquisition date fair values of $25.1
million and $2.0 million, respectively. The Company also acquired incremental ownership interests in several of its majority-owned
subsidiaries within the SMS and PMS segments and recorded deferred acquisition consideration liabilities with acquisition-date
fair values of $151.0 million and $7.2 million, respectively and reduced redeemable noncontrolling interests within the SMS segment
by $8.7 million.

The
Company will continue to provide enhanced disclosures about its deferred acquisition consideration liabilities and redeemable noncontrolling
interests in future SEC filings and will update the disclosures as trends indicating the future trajectory of or potential changes
to amounts recorded become known.

Goodwill and Indefinite-Lived Intangible, pages 50-51

 2. We note in your response to comment 6 you indicate the Company was not required under GAAP to also test goodwill for impairment
at a lower level of aggregation. Please tell us if separate financial statements are prepared under generally accepted accounting
principles for your subsidiary partner firms and explain to us how your policies for subsidiary goodwill fully comply with the
guidance in ASC 350-20-35-48.

Separate
GAAP financial statements are not prepared for the Company’s subsidiary partner firms. To the extent separate GAAP financial
statements for a subsidiary partner firm with goodwill are required, the Company’s goodwill accounting policies and procedures
require that the subsidiary goodwill be tested for impairment at the subsidiary level in accordance with ASC 350-20-35-48.

      3

 3. In regard to the representation in your response to comment 6 that “the Company did not identify factors indicating
potential goodwill impairment associated with individual subsidiary partner firms with reported goodwill included in any of the
reporting unites in 2013 and 2014”, please clarify if the basis for this representation is a qualitative assessment that
was performed by management of each of your subsidiary partner firms with goodwill included in any of the reporting units in 2013
and 2014. If applicable, please also confirm that in your qualitative assessments of each of your subsidiary partner firms with
goodwill you fully considered the existence of any adverse qualitative factors, including poor financial performance, negative
or declining cash flows, and zero or negative carrying value of the subsidiary. Refer to the guidance is ASC 350-20-35-8A.

For
its 2013 and 2014 goodwill testing, the Company tested goodwill for impairment at the reporting unit level in accordance with ASC
350. Based on its testing, the Company did not identify potential goodwill impairment at the reporting unit level. The representation
referred to above is intended to convey that in connection with this testing nothing came to the Company’s attention indicating
potential goodwill impairment associated with the subsidiary partner firms included in the reporting units.

Notwithstanding
our belief that the assessments made in connection with our goodwill testing are reasonable, the Company performed a look back
to evaluate whether its testing in 2013 and 2014 would have otherwise identified potential goodwill impairment had the testing
been performed at the subsidiary partner firm level.

The 2013 Look Back

In
connection with its goodwill testing in 2013, the Company calculated the fair value of each of its seven reporting units using
a discounted cash flow method (Step 1). For the 2013 look back, the Company similarly calculated the fair value of each of the
subsidiary partner firms included in the reporting units using the information previously used to calculate the fair value of the
reporting units. This look back did not subsequently indicate potential goodwill impairment associated with the subsidiary partner
firms included in the reporting units.

The 2014 Look Back

In
connection with its goodwill testing in 2014, the Company calculated the fair value of each of its seven PMS reporting units using
a discounted cash flow method (Step 1). The Company performed a qualitative assessment of each of its three SMS reporting
units (Step 0).

For
five of the PMS reporting units, the Company did not perform a look back because four of the reporting units included only a single
subsidiary partner firm and the other reporting unit included subsidiary partner firms that were consolidated into a single partner
firm for internal reporting purposes. This testing did not previously identify potential goodwill impairment associated with the
reporting units and, therefore, with the subsidiary partner firms included in the reporting units.

      4

For
the remaining two PMS reporting units, the Company performed a look back as in 2013. That is, the Company similarly calculated
the fair value of each of the subsidiary partner firms included in the reporting units using the information previously used to
calculate the fair value of the reporting units. This look back did not subsequently indicate potential goodwill impairment associated
with the subsidiary partner firms included in the reporting units.

For
the three SMS reporting units, the Company’s qualitative assessments considered relevant events and circumstances, including
financial performance, cash flows, macroeconomic conditions, and zero or negative carrying value of the reporting unit,
as well as the difference between the fair value and carrying amount of each of the SMS reporting
units based on its testing in the prior year in accordance with ASC 350-20-35-8A. The Company evaluated this previous assessment
and did not subsequently identify adverse qualitative factors specific to the subsidiary partner firms included in the reporting
units indicating potential goodwill impairment associated with these firms.

 4. We note in the table of page 51 that you made a range of assumptions for long-term growth rates of your reporting units
while apparently utilizing only one discount rate (WACC). The varying long-term growth rates of the reporting units may indicate
that the risks also vary among the reporting units. Please explain to us why it is appropriate to use the Company’s weighted
average cost of capital as the discounted rate, when testing for goodwill impairment at the reporting unit level, operations that
apparently have varying degrees of risk.

For its goodwill testing, the Company uses
a discounted cash flow method (an income approach) to estimate the fair value of each of its reporting units representing the price
that would be received for the reporting unit assuming it is sold in an orderly transaction between market participants. In applying
the discounted cash flow method, estimates of future cash flows of each reporting unit are developed using the average of multiple
estimated long-term revenue growth rates and other assumptions (for example, operating margin, EBITDA, tax rates, capital expenditures,
and expected long-term cash flow growth rates) to produce estimates that incorporate a spectrum of possible cash flows of each
reporting unit from a market participant perspective. These estimates of future cash flows are discounted by a WACC that is benchmarked
against the average returns on debt and equity of comparable peer companies (market participants). In the Company’s judgment,
this WACC represents an expected rate of return that would be required by a market participant investor in its reporting units,
each of which is used in combination with the other reporting units included within the partner firm network.

      5

Notwithstanding our belief that the WACC
and other assumptions we used in our 2013 and 2014 goodwill testing are reasonable, the Company
performed a sensitivity analysis to assess the impact of a change in the WACC on the fair value of each of the reporting units
for which it previously calculated fair value using a discounted cash flow method (Step 1). For 2013, the results of this sensitivity
analysis showed that if the WACC increased by 1%, the fair value of each of the SMS and PMS reporting units would be substantially
in excess of their respective carrying values and would pass Step 1 of the goodwill impairment test. For 2014, the results of this
sensitivity analysis showed that if the WACC increased by 1%, the fair value of each of the PMS reporting units would be substantially
in excess of their respective carrying values and would pass Step 1 of the goodwill impairment test.

The
Company’s goodwill accounting policies and procedures require assessments of the discount rate and other assumptions used
in the DCF method as well as a sensitivity analysis to assess the effect of a change in the assumptions on the fair value of each
reporting unit. The Company will expand its disclosure in future SEC filings to include the results of this sensitivity analysis
performed in connection with its goodwill impairment testing.

Form 10-Q for the Quarter ended June 30, 2015

Working Capital, page 41

 5. We note your statement that the increase in your working capital deficit was primarily due to seasonal shifts in the amounts
collected from clients and paid to suppliers, primarily media outlets. Since your working capital deficit has been trending upward
since June 2014, and has remained negative for some time, tell us why you believe the recent increase is seasonal and explain to
readers in future filings.

The
Company’s working capital is impacted by seasonality in media buying and the amount and timing of the amounts received from
clients and subsequently paid to suppliers. Media buying is impacted by the timing of certain events, such as the Superbowl and
national holidays, and there is generally a quarter-to-quarter lag between the time amounts received from clients for the media
buying are subsequently paid to suppliers. The Company’s media buying business is growing at a faster rate than the rest
of the Company’s businesses. This has a corresponding effect on the working capital deficit trend, which, in our quarter
ended June 30, 2015, reflects the effect of payments to suppliers of the amounts received from clients in the prior quarter. In
its Form 10-Q for the quarter ended September 30, 2015, the Company has further explained that the working capital deficit is impacted
by the Company’s growing media business.

 6. We note that you held a significant amount of funds in escrow subject to distribution at the direction of your clients.
Please disclose why it is necessary for you to enter into such depositary arrangements and advise us.

      6

One
of the Company’s subsidiaries, Kingsdale Shareholder Services (“Kingsdale”), is a shareholder advisory and communications
firm. Kingsdale specializes in strategic and governance advisory, proxy solicitation, information agent, depository, and
asset reclamation services. In connection with its depository services, Kingsdale holds in escrow funds that it receives from clients
to facilitate the related shareholder transaction. Accordingly, the timing and amounts held on behalf of clients will vary depending
on the transaction.

Revolving Credit Agreement, page 45

 7. It is unclear to us how you calculated “Earnings before interest, taxes, depreciation and amortization” and
how you met the minimum amount per your debt covenant. Please advise us and clarify how this measure is calculated so tha