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January 6, 2016

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 18, 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 most recent letter 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 18, 2015 regarding the Company’s above-referenced filing.

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Goodwill and Indefinite-Lived Intangible, pages 50-51

 1. We note your response to comment 1 and your statement that you “adjust for risk in the estimates of future cash flows
of each reporting unit” by “incorporating a spectrum of possible cash flows of each reporting unit from a market participant
perspective.” Please clarify your policy disclosures to reflect this response and include the following:

 · on page 34, state that the expected cash flows used in the DCF analysis are based on the Company’s most recent budget
and forecasted growth rates adjusted by a cash risk premium from a market participant perspective;

 · and on page 51, disclose your methodology for determining the cash risk premium applicable to each reporting unit for the
purpose of determining your risk-adjusted expected cash flows.

The Company confirms that it will update
its policy disclosures in future filings to clarify its application of the DCF method used for goodwill impairment testing, including
the adjustment for risk associated with each reporting unit.

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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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