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December 15, 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 Fiscal Year Ended December 31, 2014

    Filed March 2, 2015

    Response Dated December 4, 2015

    File No. 001-13718

Dear Mr. Spirgel and Ms. Murphy:

Set forth below is the response of MDC Partners
Inc. (the “Company”) to the comment of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff,” “Commission,” or “SEC”), which was set forth in your letter dated
December 4, 2015 (the “December 4th Letter”) regarding the Company’s above-referenced filing.

* * * * *

Goodwill and Indefinite-Lived Intangible, pages 50-51

We note your response to comment 4. However, we continue to question why it is appropriate to use
the same discount rate for all of your reporting units. It is unclear why a market participant would utilize an expected rate of
return or WACC, “which is used in combination with the other reporting units included within the partner firm network”,
instead of a rate applicable to a reporting unit on stand-alone basis. Please advise and explain to us why an investor would not
assign different risk premiums to each of your reporting units.

For its goodwill impairment testing, the
Company uses a discounted cash flow (“DCF”) method to estimate the fair value of each reporting unit on a stand-alone
basis.

In applying the DCF method, the Company
does not adjust for risk specific to each reporting unit in the discount rate; rather, the Company adjusts for risk in the estimates
of future cash flows of each reporting unit. As previously noted, the estimates of future cash flows of each reporting unit are
developed using assumptions that produce estimates that incorporate a spectrum of possible cash flows of each reporting unit from
a market participant perspective. The Company discounts its risk-adjusted estimates of future cash flows by a market rate.

The market rate is represented by a weighted
average cost of capital (“WACC”) that is benchmarked against the average returns on debt and equity of comparable peer
companies (market participant investors). In the Company’s judgment, this WACC is commensurate with the risk inherent in
the risk-adjusted estimates of future cash flows of each reporting unit and represents the rate of return that would be required
by a market participant investor in each reporting unit. The Company believes it is appropriate to use this WACC to estimate the
fair value of each reporting unit.

The Company recognizes that there are some
differences between and among the reporting units (for example, with respect to size) that may not be fully captured in its risk-adjusted
estimates of future cash flows. It is possible that these differences could cause a market participant investor to demand a higher
rate of return for some reporting units than for others (i.e., assign a different risk premium to some reporting units). This,
however, is a judgment that would enter into the assumptions market participant investors would make. In the Company’s judgment,
differences between and among the reporting units would not necessarily cause a market participant investor to demand a higher
rate of return for any of the reporting units. Considerations in that regard are discussed below.

The subsidiary partner firms included in
the Company’s reporting units operate in the same industry (i.e., the marketing/advertising industry), provide a range of
marketing/advertising services, serve similar clients in similar industries (and, in some cases, the same clients), and are used
in combination with each other to both market and provide these services. Further, the main economic components of each subsidiary
partner firm are essentially the same. Therefore, the substantive risks facing individual subsidiary partner firms extend across
the partner firm network.

Even if differences between and among the reporting units would have caused a market participant investor
to demand a higher rate of return for some of the reporting units than for others (i.e., assign a different risk premium to some
reporting units), the Company’s sensitivity analysis (updated to consider the impact of a 3% increase in the WACC) shows
that this would not have changed the results of its goodwill impairment testing. For each reporting unit for which the Company
calculated fair value using a DCF method, the fair value of each reporting unit would have remained in excess of its carrying amount
and passed Step 1 of the goodwill impairment test.

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As previously noted, 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.
In performing these assessments, the Company will assess for changes in the risk profile of each reporting unit and assess the
elements of its discount rate(s) in the context of the risk profile of each reporting unit.

*	*	*	*	*

Please direct any questions concerning
the above responses to the undersigned (telephone: (646) 429-1818; fax: (212) 937-4365).

    Very truly yours,

    /s/ David Doft

    David Doft

    Chief Financial Officer

    cc:
    Kathryn Jacobson, Senior Staff Accountant

    Robert S. Littlepage, Accounting Branch Chief

    William Mastrianna, Attorney-Advisor

         Securities and Exchange Commission

    Scott Kauffman, Chairman and Chief Executive Officer

    Mitchell Gendel, General Counsel & Corporate Secretary

    Christine LaPlaca, SVP Accounting and Financial Reporting

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

    Paul Curnin and Cheryl Scarboro (Simpson Thacher & Bartlett LLP)

    Robert Trinchetto, BDO USA, LLP

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