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    August 31, 2017

Via Fedex and Email

Mr. Larry Spirgel

Mr. Robert Littlepage

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, 2016 Filed March 1, 2017

Form 8-K Filed April
26, 2017

File No.
001-13718

Dear Mr. Spirgel and Mr. Littlepage:

Set
forth below and attached is further information provided by MDC Partners Inc. (the “Company” or “MDC”)
in connection with the ongoing discussions with the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”, the “Commission”, or “SEC”), regarding the Company's above-referenced
filings.

In connection with
our ongoing discussions regarding the Staff’s unresolved comments relating to the Company’s aggregation of reportable
segments in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280-10, please find attached
as Exhibit A the Memorandum to File re: Materiality Analysis - Disclosure Error related to Aggregation of Operating Segments
and as Exhibit B the Memorandum to File re: Segment Reporting Change – Impact on ICFR.

* * *

Please
direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1803; fax: (212) 937-4365).

    Very truly yours,

    /s/ Michell Gendel

    Michell Gendel,

    General Counsel & Corporate Secretary

 cc: Kathryn Jacobson, Senior Staff Accountant

Robert S. Littlepage, Accounting Branch Chief

Carlos Pacho, Senior Assistant Chief Accountant

Scott L. Kauffman, Chairman and Chief Executive Officer

David Doft, Chief Financial Officer

Christine LaPlaca, SVP Accounting and Financial Reporting

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

Rise Norman (Simpson Thacher & Bartlett
LLP)

Robert Trinchetto, BDO USA, LLP

EXHIBIT A

To: The Files

From: Management of MDC Partners Inc.

Date: August 31, 2017

Re: Materiality Analysis - Disclosure Error
related to Aggregation of Operating Segments

Executive Summary

For the past year,
the Company has exchanged correspondence and responded to comments from the SEC, Division of Corporate Finance, relating to disclosure
and identification of its reportable segments. Management carefully considered the appropriate standards for segment aggregation,
including the engagement of an independent consultant, but subsequently, based in part on feedback from the SEC, determined to
recast its reportable segments. These four (4) new reportable segments were fully disclosed in its Form 10-Q for the quarter ended
June 30, 2017, filed on August 14, 2017. Moreover, the Company voluntarily determined to amend its Form 10-K for the year ended
December 31, 2016, and plans to file a Form 10-K/A and Form 10-Q/A for the period ended March 31, 2017, to restate applicable disclosure
related to the recasting of four (4) new reportable segments. The Company’s decision to amend its prior filings was driven
by a desire to provide full and transparent disclosure to investors on a historic basis, rather than simply prospective disclosure
for the new reportable segments.1 Importantly, the recasting of prior period segment information does not affect the
Company’s consolidated financial condition or results of operations, balance sheets, cash flows or goodwill for any period.

In
connection with the recast of the Company’s reportable segments, the SEC has requested that management confirm its view
of the materiality of the deemed error. For the reasons outlined in this Memorandum, management originally concluded
that the error was not material, as there was not a substantial likelihood that a reasonable investor would have been
influenced by the prior inclusion of the new reportable segment disclosure. Subsequently, and after additional consideration
and review by the Company of its recast segment disclosures, the Company determined that the error may be deemed
“Material” as we now believe that a reasonable investor could be influenced by the amended disclosures.

1
As noted in public comments by the SEC Staff, the Company understands that the SEC generally is open to accepting
a change in a registrant’s segment presentation in future filings, unless the change in segments would affect the subsequent
measurement of goodwill. As described in this Memorandum, there would be no impact to the Company’s goodwill
impairment analysis.

    1

The
specific reasons for the Company’s original determination that the error was not “material” were as follows:

 a. There was no resulting change in the Company’s reporting units, and therefore, the goodwill
impairment disclosure, due to the Company’s change to four (4) reportable segments. To the contrary, management performed
an extensive goodwill impairment analysis in Q4 2016 for each of the Company’s Partner Firm operating segments, which resulted
in goodwill impairments that were fully disclosed in the original Form 10-K for 2016. This analysis was not impacted by the change
in reportable segments.

 b. The Company believes that all meaningful information for investors was fully disclosed in
the Company’s previously filed documents, including geographic and organic revenue growth trends; details on performance
within client industry vertical sectors; and client wins and losses that are expected to impact the entire portfolio’s prospects.

 c. Key underlying business trends were also previously disclosed, including margin volatility
analysis; relative performance of agency disciplines; drivers for operating performance; liquidity; and deferred acquisition consideration.
In short, no key trends that are the focus of investors were omitted from the Company’s prior disclosure, or included in
the Company’s Form 10-K/A.

 d. Application of the detailed qualitative conditions of the accounting guidance (ASC 250) further
supports management’s conclusion that the error in judgment in aggregation analysis was not material. First, the error
arose in part due to the imprecise nature in measuring and estimating the similarity of future economic characteristics and the
lack of clear guidance as to how many historical and future years to include in the analysis. Moreover, no earnings’ trends
were masked; the Company’s regulatory compliance was not affected; the error does not change a loss into income; and the
change in segments did not affect compliance with any of the Company’s loan covenants.

 e. Following the Company’s disclosure of its new reportable segments several weeks ago, no
analyst or investor has raised a single substantive question regarding the new segment disclosure, or suggested in any way
that material information was not previously disclosed by the Company. Investors and analysts understand that all of the Company’s
industry competitors effectively disclose one reportable segment, and otherwise focus on the total mix of information included
in the Company’s consolidated new business wins, geographic and organic revenue trends, and client industry vertical performance.

Background

The Company determines
an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has
discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make
decisions regarding resource allocation for the segment and assess its performance. During June of 2016, the Company entered into
a Separation and Release Agreement with its former Chief Operating Officer in connection with a limited restructuring of the Company’s
corporate department. This change to the Company’s management structure was designed to provide the CODM greater visibility
into the operating performance of individual Partner Firms and resulted in a corresponding change in the level at which the CODM
reviews the operating results of such Partner Firms. In connection with this change, in the third quarter of 2016, the Company
concluded that each Partner Firm represents an operating segment. The Company then determined to aggregate its Partner Firms to
report in one reportable segment along with an “All Other” category.

    2

Following the determination
of each Partner Firm as an operating segment, those same Partner Firms were deemed to be the Company’s reporting units, and
therefore an extensive analysis of the potential impairment in goodwill was performed at each operating segment as required. Consequently,
as of the year ended December 31, 2016, two Partner Firms were identified as having their respective goodwill impaired, and the
Company specifically disclosed the amount of the applicable impairment and the discipline of the underlying businesses.

For the quarter ended
June 30, 2017, based in part of feedback from the SEC, the Company performed a comprehensive review of its reportable segments
to determine if aggregation of its operating segments is consistent with the principles detailed in ASC 280. Based on this review,
it was determined that an error in judgment had been made in the Company’s identification of reportable segments following
the change in the Company’s management structure. The Company incorrectly concluded that there was one reportable segment
since the third quarter of 2016. The Company has subsequently reassessed the aggregation of its operating segments and identified
four new reportable segments and revised the composition of the “All Other” category. This determination was based
upon a quantitative analysis of the expected and reported average long-term EBITDA margins for each Partner Firm, together with
an assessment of the qualitative characteristics set forth in ASC 280-10-50.

The error identified
in the Company’s aggregation approach resulted in disclosure of one reportable segment and an “all other” category
in the Company’s Form 10-k for the year ended December 31, 2016, versus the proposed new four reportable segments and an
“all other” category.

Accounting Guidance for Treatment
for Error

MDC performed an assessment
on the materiality of the proposed disclosure error, considering both quantitative and qualitative factors required by ASC 250-10-45-S99.
These are also the factors management considered when determining whether disclosure of the unresolved SEC comment letters was
required.

The accounting guidance states:

… A matter is “material”
if there is a substantial likelihood that a reasonable person would consider it important. In its Concepts Statement 2, the FASB
stated the essence of the concept of materiality as follows: The omission or misstatement of an item in a financial report is material
if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable
person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

    3

This formulation in the accounting
literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The Supreme
Court has held that a fact is material if there is -

a substantial likelihood that
the...fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information
made available.

Under the governing principles,
an assessment of materiality requires that one views the facts in the context of the “surrounding circumstances,” as
the accounting literature puts it, or the “total mix” of information, in the words of the Supreme Court. In the context
of a misstatement of a financial statement item, while the “total mix” includes the size in numerical or percentage
terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial
statement item. The shorthand in the accounting and auditing literature for this analysis is that financial management and the
auditor must consider both “quantitative” and “qualitative” factors in assessing an item’s materiality.
Court decisions, Commission rules and enforcement actions, and accounting and auditing literature have all considered “qualitative”
factors in various contexts.

In addition to the
foregoing guidance, on December 9, 2015, the Chief Accountant of the SEC spoke before the 2015 AICPA Conference and noted concerns
regarding segment reporting. Specifically, it was noted that “Some registrants have contended in their consultations,
including on segment reporting, that they should not be required to apply a GAAP standard because the result would be “competitively
harmful” or “misleading.” These arguments are troubling, since they disregard the thoughtful balance taken by
the accounting standard setters in crafting reporting standards that provide transparent, useful information to investors. A better
approach starts with identifying what information is useful to investors, why, and how that information can be appropriately reported”.

In applying the foregoing
FASB and SEC guidance, it is important to highlight that the Company is not relying on the fact that detailed segment information
would be competitively harmful or misleading. Instead, the Company adopted the SEC suggested approach of identifying (i) what information
is useful to investors (i.e., geographic revenue trends, new business wins and losses, and client vertical information); (ii) why
(i.e., competing for single marketing communication budgets); and (iii) and how that information can be reported (the agencies
that compete most directly among each other in similar geographic regions), as outlined below.

The Company recognizes
after further evaluation that it is more appropriate for the Company to aggregate its operating agencies into four reportable
segments.  The Company does acknowledge that the additional facts disclosed due to this change in aggregation could have
been viewed by a reasonable investor as having significantly altered the “total mix” of information made available.
Throughout the rest of this memo the Company demonstrates that we do not believe that this change in aggregation would have influenced
an investor, but it certainly could have. Specifically, had the Company reported results in the new segment aggregation, this
revised aggregation would not have highlighted any trends that would have reasonably altered the total mix of information.

    4

 1. Analysis: Meaningful Information and Trends Fully Disclosed

The most meaningful
information and trends were fully disclosed in the Company’s publicly filed documents (Forms 10-K, 10-Q and 8-K following
quarterly and annual earnings’ calls), on either a consolidated basis or through the specific identification of periodic
trends.

As a result, the “inclusion
or correction of the item” through disclosure of the new reportable segments would most likely not have “changed or
influenced” any investor's judgment since all information regarding trends within those segments was disclosed in some manner
within the total mix of information available to investors. The total mix of information included both the consolidated financial
information presented on key metrics, together with highlights of key trends impacting different quarterly results. Therefore,
the Company originally concluded there was no information omitted that was “material” that would have otherwise been
disclosed within each of the new reportable segments. The following analysis fully supports the Company’s original conclusion.

 A. Consolidated Presentation of Information.

When evaluating the
performance of the Company, analysts and investors are primarily focused on our consolidated financial results, specifically the
performance metrics of organic revenue growth, consolidated Adjusted EBITDA and change in consolidated Adjusted EBITDA margins.
To the extent investors are interested in understanding the drivers o