SecProbe.io

December 3, 2025
Frank Lanuto
Principal Accounting Officer
Stagwell Inc
One World Trade Center , Floor 65
New York , NY 10007
Re:Stagwell Inc
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-13718
Filed March 11, 2025
Dear Frank Lanuto:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amy Geddes, Doug Jones

October 1, 2025

    RE:
    Stagwell Inc.

    Form 10-K for Fiscal Year Ended December 31, 2024

    File No. 001-13718

Dear Ms. Geddes and Mr. Jones:

On behalf of Stagwell Inc. (the “Company”),
I submit this letter in response to the comment set forth in the letter dated September 18, 2025 from the Staff of the Division of Corporation
Finance, Office of Trade & Services (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). In
this letter, I have recited the comment from the Staff in italicized type and have followed such comment with the Company’s response.

********************************************

Form
10-K for Fiscal Year Ended December 31, 2024

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

Cash Flows

Operating Activities, page 47

 1. Your disclosure here and in the Form 10-Q for the fiscal period ended June 30, 2025 appears to note
the main factors contributing to how operating cash was determined for each period. Your disclosure should be a comparative analysis of
the change between periods in the reported amount of net cash of operating activities, which was an increase of approximately
$62 million (76%) in fiscal 2024 from fiscal 2023 and increase of approximately $122 million (181%) in the interim period 2025 from the
corresponding period of fiscal 2024. Refer to item 303(b) and all applicable instructions to paragraph (b) regarding analysis of material
changes in line items from period to period and the introductory paragraph of section IV.B and all of B.1 of Release No. 33-8350 regarding
the content of the analysis. Also, refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial
Reporting) regarding quantification of factors cited. Please revise your annual and interim period disclosures as appropriate. Note merely
citing amounts reported in the statement of cash flows may not be useful to investors without discussing underlying factors, particularly
in regard to material changes in working capital items. Of further note, cash paid for income taxes decreased in fiscal 2024 from fiscal
2023 by approximately $22 million that appears to be a material factor contributing to the increase in operating cash between those periods.

The Company acknowledges the Staff’s
comment and advises the Staff that in its future filings with the Commission, beginning with its Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 2025, the Company will revise its discussion and analysis of operating cash flows to include a
quantitative and qualitative discussion of the underlying reasons for any material changes in operating cash flows from period to period,
including where material changes within operating cash flows offset one another, consistent with the requirements of Item 303(b) of Regulation
S-K and the guidance included in Releases Nos. 33-8350 and 33-6835. The illustrative example below modifies the disclosure on page 47
of the 2024 Form 10-K to reflect the Company’s intended approach to its future operating cash flow disclosures.

2 | 2

Operating Activities

Net cash provided by operating activities
for the year ended December 31, 2024, was $142.9 million, an increase of $61.9 million, or 76.4%, compared to the prior year. This improvement
primarily reflected the increase in operating income of $42.5 million driven by an increase in revenue, as well as a $12.2 million increase
in working capital primarily attributable to stronger working capital management and lower current cash income taxes, and certain non-cash
items included in operating income.

The improvement in working capital was
driven by accelerated collections from customers, primarily due to the implementation of improved internal billing and collection processes,
which resulted in favorable changes in accounts receivable and advance billings of $67.2 million and $18.5 million, respectively. This
was partially offset by a $32.9 million increase in expenditures billable to clients, attributable to higher production and media activity,
and net unfavorable changes in accounts payable and accruals of $32.4 million, which consisted of $54.0 million of increased payments
attributed to the timing of media liabilities and accruals, partially offset by a favorable reduction in current income taxes payable
of $21.6 million attributable to an underpayment of taxes for fiscal 2022 that were paid in 2023. In aggregate, these and other immaterial
changes in working capital resulted in a net increase in cash flow from operating activities of $12.2 million.

Changes in non-cash items included in
operating income consisted primarily of increases of $9.9 million in the fair value of deferred acquisition liabilities driven by the
stronger performance of acquisitions and $8.8 million in depreciation and amortization resulting from higher capital investment, primarily
in technology, partially offset by $9.7 million of lower impairment charges and $5.0 million of lower stock-based compensation expense
in the current year, resulting in a net increase in cash flow from operating activities of $4.1 million.

Please do not hesitate to contact me at (646)
412-6857 or frank.lanuto@stagwellglobal.com with any questions or comments, or if you wish to discuss the above.

    Very truly yours,

    /s/ Frank Lanuto

    Frank Lanuto

    Executive Vice President, Finance

    (Principal Accounting Officer)

 cc: Ryan Greene, Chief Financial Officer, Stagwell Inc.

Peter McElligott, General Counsel, Stagwell Inc.

Edmund Graff, Deputy General Counsel, Stagwell Inc.

Andrea M. Basham, Freshfields US LLP

Taryn C. Zucker, Freshfields US LLP

September 18, 2025
Frank Lanuto
Principal Accounting Officer
Stagwell Inc
One World Trade Center , Floor 65
New York , NY 10007
Re:Stagwell Inc
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-13718
Filed March 11, 2025
Dear Frank Lanuto:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Management' Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 47
Your disclosure here and in the Form 10-Q for the fiscal period ended June 30, 2025
appears to note the main factors contributing to how operating cash was determined
for each period. Your disclosure should be a comparative analysis of the
change between periods in the reported amount of net cash of operating activities,
which was an increase of approximately $62 million (76%) in fiscal 2024 from fiscal
2023 and increase of approximately $122 million (181%) in the interim period 2025
from the corresponding period of fiscal 2024. Refer to item 303(b) and all applicable
instructions to paragraph (b) regarding analysis of material changes in line items from
period to period and the introductory paragraph of section IV.B and all of B.1 of
Release No. 33-8350 regarding the content of the analysis. Also, refer to section III.D 1.

September 18, 2025
Page 2
of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting)
regarding quantification of factors cited. Please revise your annual and interim period
disclosures as appropriate. Note merely citing amounts reported in the statement of
cash flows may not be useful to investors without discussing underlying factors,
particularly in regard to material changes in working capital items. Of further
note, cash paid for income taxes decreased in fiscal 2024 from fiscal 2023 by
approximately $22 million that appears to be a material factor contributing to the
increase in operating cash between those periods.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 12, 2024
Frank Lanuto
Chief Financial Officer
Stagwell Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:Stagwell Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-13718
Dear Frank Lanuto:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aamira Chaudhry, Stephen Kim

February 8, 2024

    RE:
    Stagwell Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    File No. 001-13718

Dear Ms. Chaudhry and Mr. Kim:

On behalf of Stagwell Inc. (the “Company”
or “we”), I submit this letter in response to the comment set forth in the supplemental letter dated January 30,
2024 from the Staff of the Division of Corporation Finance, Office of Trade & Services (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), issued in response to the Company’s letter
dated January 18, 2024 (the “Initial Response”) in response to the Staff’s comment letter dated December 19,
2023, all relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022
Form 10-K”). In this letter, I have recited the comment from the Staff in italicized type and have followed such
comment with the Company’s response.

********************************************

Form 10-K for Fiscal Year Ended December 31, 2022

Notes to Consolidated Financial Statements

20. Segment Information, page 113

 1. We note your response to our prior comment number 2. If the balance of long-lived assets located outside the United States in aggregate
represents more than 10% of the total long-lived assets, please revise to disclose separately the balances of long-lived assets located
in the United States and outside the United States in total. Refer to ASC 280-10-50-41(b).

The Company acknowledges the Staff’s comment and advises the
Staff that the Company will revise its disclosure in its future filings with the Commission, beginning with its Annual Report on Form 10-K
for the year ended December 31, 2023 (the “2023 Form 10-K”), to disclose the value of long-lived assets
(1) in the United States and (2) outside the United States in total. The revised disclosure that the Company intends to provide
in the 2023 Form 10-K is as follows:

The Company’s long-lived assets (Right-of-use lease
assets - operating leases and Fixed assets, net) was $[●] million ($[●] million in the United States and $[●] million
in all other countries) as of December 31, 2023, and $372 million ($316 million in the United States and $56 million in all other
countries) as of December 31, 2022.

As noted in the Initial Response, the Company will continue to evaluate
whether long-lived assets information for an individual country would be material to the financial statements and, if material, will separately
disclose the balance for such country in its future filings with the Commission.

********************************************

2 | 2

Please do not hesitate to contact me at (646)
412-6857 or frank.lanuto@stagwellglobal.com with any questions or comments regarding this filing or if you wish to discuss the above.

    Very truly yours,

    /s/ Frank Lanuto

    Frank Lanuto

    Chief Financial Officer

    cc:
    Vincenzo DiMaggio, Chief Accounting Officer, Stagwell Inc.

    Peter McElligott, General Counsel, Stagwell Inc.

    Edmund Graff, Deputy General Counsel, Stagwell Inc.

    Paul M. Tiger, Freshfields Bruckhaus Deringer US LLP

    Andrea M. Basham, Freshfields Bruckhaus Deringer US LLP

United States securities and exchange commission logo
January 30, 2024
Frank Lanuto
Chief Financial Officer
Stagwell Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:Stagwell Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-13718
Dear Frank Lanuto:
            We have reviewed your January 18, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 19, 2023
letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
20. Segment Information, page 113
1.We note your response to our prior comment number 2. If the balance of long-lived assets
located outside the United States in aggregate represents more than 10% of the total long-
lived assets, please revise to disclose separately the balances of long-lived assets located
in the United States and outside the United States in total. Refer to ASC 280-10-50-41(b).

 FirstName LastNameFrank Lanuto
 Comapany NameStagwell Inc.
 January 30, 2024 Page 2
 FirstName LastName
Frank Lanuto
Stagwell Inc.
January 30, 2024
Page 2
            Please contact Aamira Chaudhry at 202-551-3389 or Stephen Kim at 202-551-3291 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aamira Chaudhry, Stephen Kim

January 18, 2024

    RE:
    Stagwell Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    File No. 001-13718

Dear Ms. Chaudhry and Mr. Kim:

On behalf of Stagwell Inc. (the “Company”
or “we”), I submit this letter in response to comments set forth in the letter dated December 19, 2023 from
the Staff of the Division of Corporation Finance, Office of Trade & Services (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) relating to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2022 (the “2022 Form 10-K”). In this letter, I have recited the comments from the Staff
in italicized type and have followed each comment with the Company’s response.

********************************************

Form 10-K for Fiscal Year Ended December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31,
2021

Consolidated Results of Operations

Net Revenue, page 47

 1. Please clarify for us in further detail what the Net Acquisitions (Divestitures) and the organic
revenue growth/decline change components represent and how they are calculated. If helpful, please provide a numerical example of the
calculations.

The Company acknowledges the Staff’s comment
and has included a discussion below of all the components of net revenue change: the net impact of acquisitions and divestitures; the
impact of foreign currency exchange fluctuations; and organic net revenue growth (decline). The Company’s management evaluates each
of these components in operating the Company’s business and believes that disclosing all of these components together provides readers
with useful supplemental information for a more comprehensive understanding of the drivers of year-over-year changes in the Company’s
reported net revenue.

After consideration of the Staff’s comment
and in order to clarify its disclosure, the Company advises the Staff that it intends to revise its disclosure in its future filings with
the Commission, beginning with its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
The revised disclosure that the Company intends to provide in the 2023 Form 10-K is included at the end of this response.

    2 | 5

Net Impact of Acquisitions and Divestitures

The net impact of acquisitions (divestitures)
reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that
were acquired or divested in the current and prior year.

We calculate impact of an acquisition as follows:
(a) for an entity acquired during the current year, we present the entity’s prior year net revenue for the same period during which
we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we
present the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as impact of
the acquisition in the current year.

We calculate impact of a divestiture as follows:
(a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no
longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we
present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture
in the current year.

We calculate the impact of any acquisition or
divestiture without adjusting for foreign currency exchange fluctuations.

Impact of Foreign Currency Exchange Fluctuations

The impact of foreign currency exchange fluctuations
reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates.
We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue
from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior
period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted
to U.S. dollars at current period foreign exchange rates.

Organic Net Revenue Growth (Decline)

Organic net revenue growth (decline) reflects
the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it
owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of
foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue.

Illustrative Examples

The following examples illustrate how the Company
calculates the impact of acquisitions (divestitures), the impact of foreign currency exchange fluctuations and organic net revenue growth
(decline), in each case assuming a full-year reporting period:

 · For an entity acquired on April 1 of the current year, the acquired entity’s net revenue is included
in the Company’s consolidated statements of operations for the last nine months of the current year. The net revenue of the acquired
entity for the last nine months of the year prior to the acquisition is classified as the impact of the acquisition in the current year
and included in the calculation of net impact of acquisitions (divestitures). Since the entity was acquired during the current year reporting
period, there is no impact of foreign currency exchange fluctuations attributable to that entity. Organic net revenue growth (decline)
attributable to the acquired entity in the current year is calculated by subtracting the impact of acquisition (as calculated above) from
the net revenue recognized from the acquired entity for the current year.

 · For an entity acquired on April 1 of the prior year, the acquired entity’s net revenue is included
in the Company’s consolidated statements of operations for the last nine months of the prior year and the entirety of the current
year. The net revenue of the acquired entity for the first three months of the prior year (the year of acquisition) is classified as the
impact of the acquisition in the current year and included in the calculation of net impact of acquisitions (divestitures). The impact
of foreign currency exchange fluctuations attributable to the entity in the current year is calculated as the difference between (1) reported
net revenue recognized from the acquired entity for the last nine months of the prior year and (2) net revenue recognized from the acquired
entity for the same period of the prior year, converted to U.S. dollars at current period foreign exchange rates. Organic net revenue
growth (decline) attributable to the acquired entity in the current year is calculated by subtracting (1) the impact of acquisition and
(2) the impact of foreign currency exchange fluctuations, each calculated as described above, from the year-over-year change in the net
revenue recognized from the acquired entity for the current year.

    3 | 5

 · For an entity divested on April 1 of the current year, the divested entity’s net revenue is included
in the Company’s consolidated statements of operations for the entirety of the prior year and the first three months of the current
year. The net revenue of the divested entity for the last nine months of the prior year is classified as the impact of the divestiture
in the current year and included in the calculation of net impact of acquisitions (divestitures). The impact of foreign currency exchange
fluctuations attributable to the entity in the current year is calculated as the difference between (1) reported net revenue recognized
from the divested entity for the first three months of the prior year and (2) net revenue recognized from the divested entity for the
same period of the prior year, converted to U.S. dollars at current period foreign exchange rates. Organic net revenue growth (decline)
attributable to the divested entity in the current year is calculated by subtracting (1) the impact of divestiture and (2) the impact
of foreign currency exchange fluctuations, each calculated as described above, from the year-over-year change in net revenue recognized
from the divested entity for the current year.

 · For an entity divested on April 1 of the prior year, the divested entity’s net revenue is included
in the Company’s consolidated statements of operations for the first three months of the prior year and none of the current year.
The net revenue recognized from the divested entity for the first three months of the prior year is classified as the impact of the divestiture
in the current year and included in the calculation of net impact of acquisitions (divestitures). Since the entity was divested prior
to the current year reporting period, there is no impact of foreign currency exchange fluctuations or organic net revenue growth or decline
attributable to that entity.

Proposed Revised Disclosure

As noted above, the Company intends to revise
its disclosure in future filings, beginning with the 2023 Form 10-K, to further clarify the methodologies by which the Company calculates
the net impact of acquisitions and divestitures, the impact of foreign currency exchange fluctuations and organic net revenue growth (decline).
The Company’s proposed revisions to its disclosure are as follows:

Non-GAAP
Financial Measures

The
Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).
In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it
believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons
in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed
by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP.

Net
Revenue

“Net
revenue” refers to revenue excluding billable costs. The Company believes billable costs and their fluctuations are not indicative
of the operating performance of its underlying business.

Organic
Net Revenue Growth (Decline)

“Organic
net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the
Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of
acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease
in the Company’s reported net revenue.

    4 | 5

The net impact of acquisitions
(divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual
entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity
acquired during the current year, we present the entity’s prior year net revenue for the same period during which we owned it in
the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity’s
prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current
year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior
year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current
year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we
owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture
without adjusting for foreign currency exchange fluctuations.

The
impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable
to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the
reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated
as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates)
and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.

Notes to Consolidated Financial Statements

20. Segment Information, page 113

 2. Given you generated approximately 17.5% of your total revenues outside of the United States in 2022 and maintain office space in
Africa, Europe, Asia, South America, and Australia, please tell us your consideration of providing long-lived assets geographic information
in accordance with ASC 280-10-50-41, or revise. If providing this disclosure is impracticable (which is expected to be rare), please tell
us the specific aspects of providing this disclosure that are impracticable and explain in detail why each aspect is impracticable. If
your impracticability assertion for one or more specific aspects surrounds excessive cost, please also demonstrate how you determined
the cost would be excessive.

The Company acknowledges the Staff’s comment and respectfully
advises the Staff that the Company considered ASC 280-10-50-41 when preparing the 2022 Form 10-K and concluded that disclosure of long-lived
assets geographic information was not material to the financial statements for the period. As of December 31, 2022, approximately 85%
of the Company’s long-lived assets (Right-of-use lease assets – operating leases and fixed assets, net) included in the Company’s
assessment under ASC 280-10-50-41 were located in the United States, the Company’s country of domicile. As of December 31, 2022,
of the remaining long-lived assets located outside of the United States, each individual country represented less than 10% of the total
long-lived assets. The Company therefore concluded that this information was not material to the financial statements for the period and,
in accordance with ASC 280-10-55-20, determined not to disclose long-lived assets geographic information in the 2022 Form 10-K.

The Company will continue to evaluate whether long-lived assets information
for an individual country would be material to the financial statements and, if material, will separately disclose the balance for such
country in its future filings with the Commission.

    5 | 5

********************************************

Please do not hesitate to contact me at (646)
412-6857 or frank.lanuto@stagwellglobal.com with any questions or comments regarding this filing or if you wish to discuss the above.

    Very truly yours,

    /s/ Frank Lanuto

    Frank Lanuto

    Chief Financial Officer

 cc: Vincenzo DiMaggio, Chief Accounting Officer, Stagwell Inc.

Peter McElligott, General Counsel, Stagwell Inc.

Edmund Graff, Deputy General Counsel, Stagwell Inc.

Paul M. Tiger, Freshfields Bruckhaus Deringer US LLP

Andrea M. Basham, Freshfields Bruckhaus Deringer US LLP

CORRESP
1
filename1.htm

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aamira Chaudhry, Stephen Kim

January 2, 2024

    RE:
    Stagwell Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    File No. 001-13718

Dear Ms. Chaudhry and Mr. Kim:

Reference is made to the letter dated December
19, 2023 from the Staff of the Division of Corporation Finance, Office of Trade & Services (the “Staff”)
of the Securities and Exchange Commission relating to the Annual Report on Form 10-K for the year ended December 31, 2022 of Stagwell
Inc. (the “Company”). The Company respectfully requests a 10 business day extension of the original due date
requested by the Staff in order to allow it to prepare a response to the Staff’s comments. We anticipate that the Company will provide
its response no later than January 19, 2024.

    Very truly yours,

    /s/ Frank Lanuto

    Frank Lanuto

    Chief Financial Officer

cc: Vincenzo DiMaggio, Chief Accounting Officer, Stagwell Inc.

  Peter McElligott, General Counsel, Stagwell Inc.

  Edmund Graff, Deputy General Counsel, Stagwell Inc.

  Paul M. Tiger, Freshfields Bruckhaus Deringer US LLP

  Andrea M. Basham, Freshfields Bruckhaus Deringer US LLP

United States securities and exchange commission logo
December 19, 2023
Frank Lanuto
Chief Financial Officer
Stagwell Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:Stagwell Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-13718
Dear Frank Lanuto:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Consolidated Results of Operations
Net Revenue, page 47
1.Please clarify for us in further detail what the Net Acquisitions (Divestitures) and
the organic revenue growth/decline change components represent and how they are
calculated. If helpful, please provide a numerical example of the calculations.
Notes to Consolidated Financial Statements
20. Segment Information, page 113
2.Given you generated approximately 17.5% of your total revenues outside of the United
States in 2022 and maintain office space in Africa, Europe, Asia, South America, and
Australia, please tell us your consideration of providing long-lived assets geographic

 FirstName LastNameFrank Lanuto
 Comapany NameStagwell Inc.
 December 19, 2023 Page 2
 FirstName LastName
Frank Lanuto
Stagwell Inc.
December 19, 2023
Page 2
information in accordance with ASC 280-10-50-41, or revise. If providing this disclosure
is impracticable (which is expected to be rare), please tell us the specific aspects of
providing this disclosure that are impracticable and explain in detail why each aspect is
impracticable. If your impracticability assertion for one or more specific aspects surrounds
excessive cost, please also demonstrate how you determined the cost would be excessive.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Stephen Kim at 202-551-3291 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Stagwell Inc.

One World Trade Center, Floor 65

New York, NY 10007

October 19, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer López

 Re: Stagwell Inc.

Registration Statement on Form S-3 (File No. 333-260202)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Stagwell Inc. hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be
accelerated so that it may become effective at 4:30 p.m., Washington, D.C. time, on October 22, 2021, or as soon thereafter as practicable.

We request that we be notified of such effectiveness
by telephone call to Andrea Basham of Freshfields Bruckhaus Deringer US LLP at (212) 284-4966.

    Very truly yours,

    Stagwell Inc.

    By:
    /s/ Frank Lanuto

    Frank Lanuto

    Chief Financial Officer

 cc: Paul Tiger, Freshfields Bruckhaus Deringer US LLP

Andrea Basham, Freshfields Bruckhaus Deringer
US LLP

United States securities and exchange commission logo
October 18, 2021
Mark Penn
Chief Executive Officer
Stagwell Inc
One World Trade Center, Floor 65
New York, NY 10007
Re:Stagwell Inc
Registration Statement on Form S-3
Filed October 12, 2021
File No. 333-260202
Dear Mr. Penn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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MDC Partners Inc.

One World Trade Center, Floor 65

New York, NY 10007

May 4, 2021

VIA EDGAR

Mr. Donald Field

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street N.E.

Washington, D.C. 20549

 Re: MDC Partners Inc.

Registration Statement on Form S-4

File No. 333-252829

Dear Mr. Field:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), MDC Partners Inc., a Canadian corporation (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective
date of its Registration Statement on Form S-4 (File No. 333-252829), as amended (the “Registration Statement”), and
declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on May 7, 2021, or as soon as reasonably practicable thereafter.

The Registrant hereby confirms that it is aware
of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities
in the Registration Statement. Further, the Registrant acknowledges that, in connection with the Registration Statement and this request
for acceleration:

 1. should the Commission or the staff of the Commission, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 2. the action of the Commission or the staff of the Commission,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement; and

 3. the Registrant may not assert the comments of the staff of the
Commission and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

If you have any questions, please feel free
to contact Kim Spoerri of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2522 or by email at kspoerri@cgsh.com. In addition,
please notify Ms. Spoerri when this request for acceleration has been granted and the Registration Statement declared effective.

[Remainder of Page Intentionally Left Blank]

    Very
    truly yours,

    MDC
    Partners Inc.

    By:
    /s/
    David Ross

    Name:  David
    Ross

    Title:  General
    Counsel & EVP

cc:    Blaise Rhodes, Securities and Exchange Commission

Linda Cyrkel, Securities and Exchange Commission

Mara Ransom, Securities and Exchange Commission

Mark Penn, Stagwell Media LP

Kim Spoerri, Cleary Gottlieb Steen & Hamilton LLP

Christopher Giordano, DLA Piper LLP

Paul M. Tiger, Freshfields Bruckhaus Deringer US LLP

United States securities and exchange commission logo
April 21, 2021
Mark Penn
Chief Executive Officer
MDC Partners Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:MDC Partners Inc.
Amendment No. 1 to Registration Statement on Form S-4
Response dated April 19, 2021
File No. 333-252829
Dear Mr. Penn:
            We have reviewed your response and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 13, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
General
1.We note your response to our comment 9 and reissue in part with respect to Exhibit
8.1.  The short-form tax opinion and the tax disclosures in the prospectus both must state
clearly that the discussion of the tax consequences of the transaction constitutes the
opinion of counsel.  Refer to Section III.B.2 of Staff Legal Bulletin No. 19.  Please have
counsel revise the discussion in the prospectus as well as Exhibit 8.1 to state clearly that
the tax consequences discussed are counsel’s opinion, rather than opining that the
disclosure is a summary of the tax consequences.  Refer to Section III.C.2 of Staff Legal
Bulletin No. 19.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 April 21, 2021 Page 2
 FirstName LastName
Mark Penn
MDC Partners Inc.
April 21, 2021
Page 2
            You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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April 21, 2021

VIA EDGAR

Mr. Donald Field

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street N.E.

Washington, D.C. 20549

    Re:
    MDC Partners Inc.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed March 29, 2021

    File No. 333-252829

Dear Mr. Field:

On behalf of MDC Partners Inc. (the “Company”),
and in response to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) on the Company’s Amendment No. 1 (“Amendment No. 1”) to Registration
Statement on Form S-4 filed with the Commission on March 29, 2021 (the “Registration Statement”) contained
in your letter dated April 13, 2021 (the “Comment Letter”), set forth below is the Company’s response to
the Comment Letter. An amendment to the Registration Statement (“Amendment No. 2”) has been submitted to the Commission
on the date hereof. Page numbers referenced in the Company’s responses refer to page numbers in Amendment No. 2.
Capitalized terms used but not defined herein shall have the same meaning set forth in Amendment No. 2.

Below is the Company’s response. For the convenience of the Staff,
the Company has repeated the Staff’s comment before the Company’s response.

Proposals, page 35

    1.

    We note your response to our prior comment 18 and reissue in part.
    With respect to each proposal, we note that you have added additional disclosure regarding votes expected to be cast in favor. In certain
    cases, it is unclear the voting power attached to certain classes of outstanding securities and how such voting intention would affect
    obtaining the required vote. Please revise to clarify in greater detail how the disclosed voting intentions

    directly correlate to obtaining the disclosed required vote, so
    that readers can appreciate how assured each of these proposals may be.

Response:

The Company acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on pages 136 to 146 of Amendment No. 2 to indicate how the voting intentions
correlate to obtaining the disclosed required vote for each Proposal.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 86

    2.
    Refer to footnote 5(k) - We note your response and the revisions made to page 89 in response to comment 8. However, we are still unclear as to how you determined the fair value of the non-controlling interest and the related adjustments of $29,822 and $354,714 that were made in the pro forma balance sheet. Please explain in further detail how you calculated or determined each of these adjustments and provide us with any related computations prepared in determining each of these pro forma adjustments..

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 89 of Amendment No. 2 to expand the disclosure for the calculation
of the fair value of the non-controlling interest and other proforma adjustments.

The Company has also provided the following additional information
to supplement the Staff’s understanding of certain adjustments included in footnote 5(k):

5(k)i – Noncontrolling interest – The adjustment of $29,822 to recognize the fair value of noncontrolling interests was determined by multiplying the fair value of entities
not wholly-owned by MDC by the minority interest percent of ownership.

5(k)iv – The Company refers the Staff to its expanded disclosure revised to include the components of the adjustment of $354,714 to noncontrolling
interest.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 89

    3.
    Refer to footnote 6(a) - We note your response and your revisions to footnote 6(a) but are unclear as to how the MDC share price of $2.51 resulted in recognition of pro forma compensation expense of $29.7 million for Stagwell awards tied to closing of the merger transaction. Please revise to explain in further detail how you calculated or determined the $29.7 million of compensation expense reflected in adjustment 6(a). As part of your revised disclosure, please indicate the number of awards vesting as a result of the merger, explain the basis for the use of an MDC share price of $2.51 and explain how these factors resulted in the determination of $29.7 million of compensation expense.

Response:

The Company acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on page 90 of Amendment No. 2 to expand the disclosure to provide
details of the calculation of the proforma compensation expense. The Company highlights for the Staff that the compensation expense
is for new and/or modified awards to corporate and brand employees of Stagwell that will be issued at the closing of the Proposed
Transactions. The compensation expense is calculated as the number of units (11,703,771) multiplied by New MDC's share price of
$2.51, which is considered the grant date fair value for all the awards in accordance with ASC 718 and ASC 710.

    4.
    Refer to footnote 6(b) - We note your response to comment 10 and the revisions to footnote 6(b) but are still unclear as to how you calculated or determined the $11,329 increase to rent expense in connection with MDC's leases. Please supplementally provide us with your computation of this adjustment and revise to disclose the specific assumptions that were used in computing this portion of pro forma adjustment 6(b).

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 90 of Amendment No. 2 to expand the disclosure detailing the calculation
of the incremental rent expense, including the assumptions utilized.

    5.
    Refer to footnote 6(d) - We note your response and the revisions made to footnote 6(d) in response to comment 11 but are still unclear as to how certain components of adjustment 6(d) were determined. Please revise to disclose the method and period over which the $26,108 consent fee is being amortized to expense and indicate what portion of the $18,301 is comprised of this amortization expense.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 91 of Amendment No. 2 to expand the disclosure detailing the components
of the adjustment. The Company further notes for the Staff that it has updated the periodic amortization of the capitalized consent fees ($7,641) and the impact of a 100 basis point increase
from 6.5% to 7.5% in the interest rate ($8,700) to $16,341 from $18,301.

    6.
    Refer to footnote 6(f) - Please revise footnote 6(f) to disclose the amount of this adjustment that relates to the reversal of MDC's valuation allowance. Also, please explain the significant assumptions (i.e., amount of partnership losses excluded from tax expense calculation and related tax rate) that resulted in the remaining portion of this pro forma adjustment.

Response:

The Company acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on pages 91 to 92 of Amendment No. 2 to i) disclose the amount of the income
tax adjustment related to the reversal of MDC’s valuation allowance, ii) disclose the partnership related income and expenses
excluded from the tax expense calculation and iii) provide additional detail about the remaining components of the pro forma
adjustment.

The Company has also provided the following additional information
to supplement the Staff’s understanding of the adjustments included in footnote 6(f):

6(f)i – As disclosed in footnote 6(f)i, the Company reversed
its previously recorded valuation allowance of $130,911 because it expects the corresponding deferred tax assets will be realized by the
Combined Company in future periods. The significant assumption underlying the disclosure results from application of acquisition accounting
principles under ASC 805 as well as the accounting principles for income taxes under ASC 740, as discussed below.

As the Proposed Transaction is deemed a non-taxable transaction, the
Proposed Transaction does not result in a step up in tax basis of MDC’s assets and liabilities. As a result, the step up to fair
value to the book basis of MDC’s intangible assets as required by ASC 805, results in an increase in deferred tax liabilities driven
by the book / tax basis difference in the related intangible assets.

The amortization of the intangible assets in future periods is expected
to result in the reversal of the recorded deferred tax liabilities and will be treated as a source of income under ASC 740 to determine
whether the Company’s existing deferred tax assets may be realized. The reversal of the deferred tax liabilities is sufficient to
recover the value of the deferred tax assets and eliminates the need for a valuation allowance.

6(f)ii – As disclosed in footnote 6(f)ii, the adjustment reflects
the tax benefit for the following transaction-related expenses:

 •
                               A tax  benefit of $8,213 related to stock compensation expense for awards granted to certain Stagwell employees as part of the business
combination. The benefit is calculated at the blended combined federal and state statutory tax rate of 27.7% on $29,652 of compensation
expense. For further detail about the stock compensation charge recorded, please refer to the Company’s discussion in footnote 6(a).

 •
                               A tax  benefit of $5,721 for a total additional interest expense of $20,656, consisting of $7,641 periodic amortization of the Consent
Solicitation Consideration of $26,108 paid to holders of $870 million aggregate principal amount of the Senior Notes, $8,700 associated
with the 100 basis point increase in the interest rate on the Senior Notes and $4,315 of interest expense related to the Stagwell’s
Term Loan Credit Agreement. For further detail regarding the additional interest expense, please refer to the Company’s disclosure
in footnote 6(d).

 •
                               A tax  benefit of $2,943 for transaction related professional fees incurred by MDC that are capitalized for tax purposes, resulting
in a corresponding deferred tax asset.

6(f)iii – The adjustment represents the additional tax expense
resulting from the allocation of profits and losses in proportion to MDC and Stagwell’s respective ownership interests in Opco.

The tax adjustment arises from the formation of Opco, which is treated
as a partnership for tax purposes. Consistent with the provisions of the A&R OpCo LLC Agreement, profits and losses are allocated
to Stagwell and New MDC as follows:

 • Profits of Opco will first be allocated to Opco Preferred Units, which mirror the rights, preferences and privileges of the Combined
Company (“New MDC”) Preferred Shares (see table below).

 • The remaining profits and losses are allocated to MDC and Stagwell on a 26%/74% basis, respectively.

The tax impact of profits and losses allocable to Stagwell’s
74% interest that are sourced to non-corporate (i.e. passthrough entities for tax purposes) are not recorded in the combined financial
statements. The taxes are reported directly by the Stagwell partners on their tax returns. Alternatively, the tax impact from profits
and losses allocable to New MDC’s 26% interest are recorded in the combined financial statements. The table below summarizes the
profits and losses as well as the related taxes.

    Income before income taxes and equity in earnings of non-consolidated affiliates

    Passthrough

 Entities
    Corporate

 Entities
    Total per

 Proforma
    Comments

    MDC – Historical
    $ (58,001 )
    $ (30,401 )
    $ (88,402 )
    See Proforma Financial Statements

    Proforma Adjustments
      (139,541 )
      -
      (139,541 )
    See Proforma Financial Statements

    MDC - Adjusted
      (197,542 )
      (30,401 )
      (227,943 )

    Stagwell – Historical
      71,943
      5,397
      77,340
    See Proforma Financial Statements

    OpCo Combined Total
    $ (125,599 )
    $ (25,004 )
    $ (150,603 )

    Calculation of Tax Expense Adjustment for OpCo Partnership Income Allocation

    MDC – Adjusted
    $ (197,542 )

    Preference Unity Allocation to MDC
      (14,179 )

    Accretion on preference units to MDC Represents allocation of

     tax benefit to Stagwell resulting in additional tax expense in New MDC financial Statements

    MDC – Adjusted allocated to Stagwell
      (211,721 )
      -74 %
      156,674

    Stagwell – Historical Allocated to MDC
      71,943
      26 %
      18,705

    Total Allocation Adjustment
      (139,778 )

      175,379

    Blended Statutory Tax Rate

      27.7 %

    Tax Expense Adjustment at New MDC

    $ 48,579

6(f)iv – As disclosed in footnote 6(f)iv, the adjustment reflects
the net tax impact of MDC’s Redomiciliation into the U.S. from Canada consisting of the following components:

 • $20,967 of tax expense attributable to Canadian capital gains tax

 • $947 tax benefit due to the reversal of foreign exchange gains recorded at the blended federal and state statutory tax rate of 27.7%.

 • $4,697 of tax benefit due to the elimination of U.S. Base Erosion and Avoidance Tax (“BEAT”) related to intercompany
interest payments

 • $2,356 of additional U.S. tax expense for Global Intangible Low-Taxed Income (“GILTI”) related to former Canadian Controlled
Foreign Corporations transferred to the U.S. in the Redomiciliation.

    7.
    Refer to footnote 6(g) - We note your response to comment 13 and the revisions to footnote 6(g) made in response to our comment but are still unclear as to how this adjustment was determined. Please revise to disclose the amount of OpCo's net income for the period to which Stagwell is entitled to 74%. Also, please disclose the amount of annual accretion on the Company's Series 4 and 6 Preferred shares and explain how this accretion was calculated or determined. In addition, disclose the effect of tax attributes that are included in this adjustment and explain how they were determined. Also, please supplementally provide us with your computations of all components of this pro forma adjustment.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 92 of Amendment No. 2 to (i) disclose the calculation of the combined
earnings of OpCo which is attributable to common units for which Stagwell is entitled to 74%, (ii) disclose how the annual accretion
on the Series 4 and Series 6 Preferred Shares was determined and (iii) disclose the effect of tax attributes included in
the adjustments and how they were determined.

Please refer to the table below for a summary of all calculations.

    Calculation of Adjustment for Stagwell’s Noncontrolling Interest for 2020

    Net Income (Loss) attributable to Company – MDC Partners Historical

    $ (228,971 )

    Net Income (Loss) attributable to Company – Stagwell Historical

      56,356

    Net Income – Transaction Adjustments
      (40,226 )

    Less: New MDC Tax Benefit of Passthrough income included in Transaction Adjustments
      (6,139 )

    Transaction Adjustments solely attributable to OpCo
      (46,365 )
      (46,365 )

    OpCo Net Income (Loss) attributable to Preference and Common Units

      (218,980 )

    Less: MDC Preference Unit Returns

      (14,179 )

    OpCo Net Income (Loss) attributable to OpCo Units

      (233,159 )

    Stagwell’s Ownership Percentage of Common Units

      74 %

    Stagwell’s NCI Adjustment for 2020

    $ (172,538 )

Preferred Share Valuation – Series 4 Goldman March 7,
2017

    USD$

    Preferred Shares Issued
      95,000

    Annual discount rate
      8.00 %

Note – Compound quarterly; Accretion ends after
year 5

    Period
    Days (360)
    Accretion
    Value

    12/31/2019

CORRESP
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April 19, 2021

Mr. Donald Field

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street N.E.

Washington, D.C. 20549

    Re:
    MDC Partners Inc.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed March 29, 2021

    File No. 333-252829

Dear Mr. Field:

On behalf of MDC Partners Inc. (the “Company”),
reference is made to the letter dated April 13, 2021 (the “Comment Letter”) from the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) regarding the Company’s Amendment
No. 1 (“Amendment No. 1”) to Registration Statement on Form S-4 filed with the Commission on March 29,
2021 (the “Registration Statement”).

In response to our telephonic conversation with the Staff on April 16,
2021, and to preview with the Staff the Company’s proposed responses to comments #9 to #13 of the Comment Letter, please see enclosed
the following: (i) attached as Annex A are the Company’s proposed revisions to “Material U.S. Federal Income
Tax Considerations for MDC Canada Shareholders” and “Certain Canadian Federal Income Tax Considerations for MDC Canada
Shareholders” to be made pursuant to a second amendment to the Registration Statement (“Amendment No. 2”),
including a blackline showing the changes made compared to Amendment No. 1, (ii) attached as Annex B is the revised form
of opinion of Cleary Gottlieb Steen & Hamilton LLP, which will be attached as Exhibit 8.2 to Amendment No. 2, and (iii) attached
as Annex C is the revised form of opinion of Fasken Martineau DuMoulin LLP, which will be attached as Exhibit 8.1 to Amendment
No. 2.

We thank you for your attention to this letter responding to the Comment
Letter and look forward to hearing from you at your earliest convenience. If you have any questions or comments regarding the foregoing,
please do not hesitate to contact me at (212) 225-2522 or by email at kspoerri@cgsh.com.

Sincerely,

/s/ Kimberly R. Spoerri

Kimberly R. Spoerri

    cc:
    Mara Ransom, Securities and Exchange Commission

    David Ross, MDC Partners Inc.

    Mark Penn, Stagwell Media LP

    Christopher Giordano, DLA Piper LLP

Annex A

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR MDC CANADA SHAREHOLDERS

This discussion describes the material U.S. federal
income tax consequences of various aspects of the Proposed Transactions that may be relevant to an MDC Canada Common Shareholder that
holds its MDC Canada Common Shares as capital assets. This summary does not, however, purport to be a comprehensive description of all
of the tax consequences of the Proposed Transactions, including tax considerations that are generally assumed to be known by taxpayers
or that may be relevant to particular holders in light of their particular circumstances or to certain categories of taxpayers subject
to special rules, such as banks, dealers, traders who elect to mark-to-market, tax-exempt entities, insurance companies, controlled foreign
corporations or passive foreign investment companies, expatriates, shareholders who hold MDC Canada Shares as part of a hedge, straddle,
conversion or integrated transaction, 10% U.S. Shareholders (as defined below) or U.S. Holders (as defined below) who have a “functional
currency” other than the U.S. dollar. This discussion does not address any U.S. federal income tax consequences applicable to holders
of the Company’s incentive awards or holders of the Company’s debt.

For purposes of this discussion, the term “U.S.
Holder” means a beneficial owner of MDC Canada Common Shares that is, for U.S. federal income tax purposes, (i) an individual
citizen or resident of the United States; (ii) a corporation created or organized in the United States or in any state thereof; (iii) an
estate the income of which is subject to United States federal income tax regardless of its source; or (iv) a trust if (a) a
court within the United States can exercise primary supervision over the administration of the trust or (b) it has a valid election
in place to be treated as a United States person and one or more United States persons has authority to control all substantial decisions
of the trust. A “Non-U.S. Holder” means a beneficial owner of MDC Canada Common Shares that is not a U.S. Holder.

If an MDC Canada Shareholder is a partnership or
other entity treated as a partnership for U.S. federal income tax purposes (or a partner therein), the tax treatment of the partnership
and each partner in such partnership generally will depend on the activities of the partnership and the status of the partner. Partnerships
that hold MDC Canada Shares, and partners in such partnerships, should consult their own tax advisors.

The discussion below does not address special rules that
may apply to a “10% U.S. Shareholder,” which is a U.S. person that owns directly, indirectly or constructively (under specified
attribution rules), 10% or more of the total combined voting power or of the total value of all classes of the Company’s equity.

10% U.S. Shareholders should consult their own
tax advisors regarding the U.S. federal and other applicable tax consequences of the Proposed Transactions to them in light of their particular
circumstances.

This summary is based on the Internal Revenue Code
of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations promulgated thereunder,
published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.
This summary is not binding on the IRS or the courts. MDC Canada Shareholders should note that no rulings have been or are expected to
be sought from the IRS with respect to any of these issues and no assurance can be given that the IRS will not take contrary positions
to those described herein.

MDC Canada Shareholders should consult their own
tax advisors with respect to the United States federal tax consequences of the Proposed Transactions and the tax consequences that may
arise under the laws of any state, municipality, non-U.S. country or other taxing jurisdiction.

Reorganizations

In the opinion of Cleary Gottlieb Steen &
Hamilton LLP, counsel to MDC Partners, Inc., the Redomiciliation should qualify as a “reorganization” (under section
368(a) of the Code), and accordingly the taxation of the Company’s U.S. shareholders is subject to the rules in section
367(b) of the Code and Treasury Regulations section 1.367(b)-3 as described below under “U.S. Tax Consequences of the Proposed
Transaction to U.S. Holders.” Accordingly, the Redomiciliation should be treated, for U.S. federal income tax purposes, as if
MDC Canada (i) transferred all of its assets and liabilities to a new U.S. corporation (MDC Delaware) in exchange for all of the
outstanding stock of MDC Delaware and (ii) then distributed the stock of MDC Delaware that MDC Canada received in the transaction
to the MDC Canada Shareholders in liquidation of MDC Canada.

    1

In the opinion of Cleary Gottlieb Steen &
Hamilton LLP, counsel to MDC Partners, Inc., the MDC Reorganization should qualify as a “reorganization” (under section
368(a) of the Code), but unlike the Redomiciliation, the rules in section 367(b) of the Code should not apply to the Company’s
U.S. shareholders in connection with the MDC Reorganization. Accordingly, subject to the discussion below regarding the U.S. tax consequences
of the Redomiciliation, U.S. Holders should not be required to recognize additional gain or loss for U.S. federal income tax purposes
in connection with the MDC Reorganization.

We do not intend to request a ruling from the IRS regarding the U.S.
federal income tax treatment of the Redomiciliation or the MDC Reorganization. Consequently, no assurance can be given that the IRS will
not challenge the qualification of either the Redomiciliation or the MDC Reorganization as a reorganization under section 368(a) of
the Code, or that a court would not sustain such challenge.

U.S. Tax Consequences of the Proposed Transactions to U.S. Holders

In accordance with the treatment of the Proposed
Transactions as described above under “Reorganizations,” it is the opinion of Cleary Gottlieb Steen & Hamilton
LLP, counsel to MDC Partners, Inc., that the Proposed Transactions should result in the U.S. federal income tax consequences for
U.S. Holders described below in this section “U.S. Tax Consequences of the Proposed Transaction to U.S. Holders.”

U.S. Holders That Own MDC Canada Shares with a Fair Market Value
of $50,000 or More

A U.S. Holder who, at the time of the Redomiciliation,
beneficially owns MDC Canada Shares with a fair market value of $50,000 or more as of the Redomiciliation Effective Time, will, subject
to the discussion below under “Passive Foreign Investment Company Status,” be subject to U.S. federal income tax on
the amount of gain (but cannot recognize any loss) in such U.S. Holder’s MDC Canada Shares. For this purpose, a U.S. Holder’s
gain equals the excess (if any) of the fair market value of its MDC Canada Shares over the U.S. Holder’s tax basis in such shares
as of the date of the Redomiciliation. In lieu of such treatment, such a U.S. Holder could elect to include in income as a deemed dividend
the “all earnings and profits amount” (as described below in this section and under “All Earnings and Profits Amount”).
U.S. Holders should consult their own tax advisors to determine whether they have gain in their MDC Canada Shares.

A U.S. Holder’s basis in the MDC Delaware
Shares it receives in the Redomiciliation should be equal to its basis in the MDC Canada Shares exchanged therefor, increased by any gain
recognized by the U.S. Holder in connection with the Redomiciliation. A U.S. Holder’s holding period in the MDC Delaware Shares
received pursuant to the Redomiciliation should include the U.S. Holder’s holding period in the MDC Canada Shares exchanged therefor.

Instead of being taxed in respect of any gain in
its MDC Canada Shares, such a U.S. Holder may elect to include in its income as a deemed dividend the “all earnings and profits
amount” attributable to such U.S. Holder’s MDC Canada Shares (as described under “All Earnings and Profits Amount,”
below). If a U.S. Holder makes the “all earnings and profits” election, the election must comply with strict conditions for
making this election under applicable Treasury Regulations and generally must include, among other things (i) a statement that the
Redomiciliation is a section 367(b) exchange, (ii) a complete description of the Redomiciliation, (iii) a description of
any stock, securities or other consideration transferred or received in the Redomiciliation, (iv) a statement describing the amounts
required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election
that includes (A) a copy of the information that the U.S. Holder received from MDC Delaware (or the Combined Company) establishing
and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s MDC Canada Shares,
and (B) a representation that the U.S. Holder has notified MDC Delaware (or the Combined Company) that the U.S. Holder is making
the election, and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished
pursuant to the Code or the Treasury Regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely
filed U.S. federal income tax return for the year of the Redomiciliation, and the U.S. Holder must send notice to the Combined Company
of the election no later than the date such tax return is filed. U.S. Holders seeking information from the Combined Company are encouraged
to visit the “Investor Relations” portal on the Company’s website at mdc-partners.com. The Company, MDC Delaware and
the Combined Company make no representation that they will be able to respond to any requests received after such date.

    2

Such a U.S. Holder that elects to include the “all
earnings and profits amount” will have an aggregate adjusted tax basis in the MDC Delaware Shares received in the Redomiciliation
equal to the aggregate adjusted tax basis of the MDC Canada Shares surrendered in exchange therefor, increased by such U.S. Holder’s
 “all earnings and profits amount” included in its taxable income as a deemed dividend. Such U.S. Holder’s holding period
in the MDC Delaware Shares received pursuant to the Redomiciliation should include the U.S. Holder’s holding period in the MDC Canada
Shares exchanged therefor.

U.S. Holders who acquired different blocks of MDC
Canada Shares at different times or different prices should consult their own tax advisors as to the determination of capital gains, the
availability of the “all earnings and profits” election, and the tax bases and holding periods of the MDC Delaware Shares
received in the Redomiciliation.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR
OWN TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX TREATMENT OF THE PROPOSED TRANSACTIONS, AND IN PARTICULAR THE REDOMICILIATION,
WHERE APPLICABLE, WHETHER TO MAKE THE “ALL EARNINGS AND PROFITS” ELECTION DESCRIBED ABOVE AND, IF THE ELECTION IS DETERMINED
TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION.

U.S. Holders That Own MDC Canada Shares with a Fair Market Value
of Less than $50,000

Subject to the discussion below under “Passive
Foreign Investment Company Status,” a U.S. Holder who, at the time of the Redomiciliation, beneficially owns MDC Canada Shares
with a fair market value of less than $50,000, should not be required to recognize any gain or loss in connection with the Redomiciliation,
and generally should not be required to include any part of the “all earnings and profits amount” (described under “All
Earnings and Profits Amount” below) in income. Such U.S. Holder generally: will not recognize gain or loss with respect to its
MDC Canada Shares exchanged for MDC Delaware Shares; will have an aggregate tax basis in the MDC Delaware Shares received pursuant to
the Redomiciliation equal to such U.S. Holder’s aggregate tax basis in the MDC Canada Shares surrendered in exchange therefor; and
will have a holding period for the MDC Delaware Shares received pursuant to the Redomiciliation that includes such Holder’s holding
period for the MDC Canada Shares surrendered in exchange pursuant to the Redomiciliation.

All Earnings and Profits Amount

As described in greater detail above, in general,
certain U.S. Holders may elect to include in income as a deemed dividend the “all earnings and profits amount” in lieu of
recognizing gain in their MDC Canada Shares (see “U.S. Holders That Own MDC Canada Shares with a Fair Market Value of $50,000
or More” above). The “all earnings and profits amount” is generally equal to the net positive amount of earnings
and profits, if any, accumulated by the Company during an MDC Canada Shareholder’s ownership period and that are attributable to
such Shareholder’s MDC Canada Shares. The Company is currently in the process of determining its historical earnings and profits
and also expects to determine its earnings and profits for the taxable year of the Redomiciliation ending with the Redomiciliation Effective
Date. Although the Company will not complete this determination until after completion of the Redomiciliation, the Company currently expects
to have a significant amount of earnings and profits for the taxable year of MDC Canada that ends on the Redomiciliation Effective Date.
The calculation of “all earnings and profits” depends on the applicable MDC Canada Shareholder’s period of ownership
and the outcome may differ based on the particular MDC Canada Shareholder. At this stage, there can be no assurances regarding the “all
earnings and profits amount.”

    3

U.S. Holders Exe

United States securities and exchange commission logo
April 13, 2021
Mark Penn
Chief Executive Officer
MDC Partners Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:MDC Partners Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 30, 2021
File No. 333-252829
Dear Mr. Penn:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Proposals, page 35
1.We note your response to our prior comment 18 and reissue in part.  With respect to each
proposal, we note that you have added additional disclosure regarding votes expected to
be cast in favor.  In certain cases, it is unclear the voting power attached to certain classes
of outstanding securities and how such voting intention would affect obtaining the
required vote.  Please revise to clarify in greater detail how the disclosed voting intentions
directly correlate to obtaining the disclosed required vote, so that readers can appreciate
how assured each of these proposals may be.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 April 13, 2021 Page 2
 FirstName LastName
Mark Penn
MDC Partners Inc.
April 13, 2021
Page 2
Unaudited Condensed Combined Financial Information
5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 86
2.Refer to footnote 5(k) - We note your response and the revisions made to page 89 in
response to comment 8.  However, we are still unclear as to how you determined the fair
value of the non-controlling interest and the related adjustments of $29,822 and $354,714
that were made in the pro forma balance sheet.  Please explain in further detail how you
calculated or determined each of these adjustments and provide us with any related
computations prepared in determining each of these pro forma adjustments.
6. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 89
3.Refer to footnote 6(a) - We note your response and your revisions to footnote 6(a) but are
unclear as to how the MDC share price of $2.51 resulted in recognition of pro forma
compensation expense of $29.7 million for Stagwell awards tied to closing of the merger
transaction.  Please revise to explain in further detail how you calculated or determined
the $29.7 million of compensation expense reflected in adjustment 6(a).  As part of your
revised disclosure, please indicate the number of awards vesting as a result of the merger,
explain the basis for the use of an MDC share price of $2.51 and explain how these factors
resulted in the determination of $29.7 million of compensation expense.
4.Refer to footnote 6(b) - We note your response to comment 10 and the revisions to
footnote 6(b) but are still unclear as to how you calculated or determined the $11,329
increase to rent expense in connection with MDC's leases.  Please supplementally provide
us with your computation of this adjustment and revise to disclose the specific
assumptions that were used in computing this portion of pro forma adjustment 6(b).
5.Refer to footnote 6(d) - We note your response and the revisions made to footnote 6(d) in
response to comment 11 but are still unclear as to how certain components of adjustment
6(d) were determined.  Please revise to disclose the method and period over which the
$26,108 consent fee is being amortized to expense and indicate what portion of the
$18,301 is comprised of this amortization expense.
6.Refer to footnote 6(f) - Please revise footnote 6(f) to disclose the amount of this
adjustment that relates to the reversal of MDC's valuation allowance.  Also, please explain
the significant assumptions (i.e., amount of partnership losses excluded from  tax expense
calculation and related tax rate) that resulted in the remaining portion of this pro forma
adjustment.
7.Refer to footnote 6(g) - We note your response to comment 13 and the revisions to
footnote 6(g) made in response to our comment but are still unclear as to how this
adjustment was determined.  Please revise to disclose the amount of OpCo's net income
for the period to which Stagwell is entitled to 74%.  Also, please disclose the amount of
annual accretion on the Company's Series 4 and 6 Preferred shares and explain how this
accretion was calculated or determined.  In addition, disclose the effect of tax attributes

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 April 13, 2021 Page 3
 FirstName LastName
Mark Penn
MDC Partners Inc.
April 13, 2021
Page 3
that are included in this adjustment and explain how they were determined.  Also, please
supplementally provide us with your computations of all components of this pro forma
adjustment.
2020 Non-Employee Director Awards, page 201
8.We note your response to our prior comment 27 and reissue.  Please revise to identify and
detail if any awards will vest based upon the expected composition of the new Combined
Company board.  In this regard, we note that you have provided additional narrative
disclosure regarding the treatment of different director groups but you have not
specifically disclosed if specific awards related to specific directors will vest based upon
the expected composition of the new Combined Company board.
Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders, page 278
9.We note that the tax opinions filed as Exhibits 8.1 and 8.2 are short-form tax
opinions.  The short-form tax opinion and the tax disclosures in the prospectus both must
state clearly that the disclosures in the tax consequences sections of the prospectus are the
opinion of counsel.  Refer to Section III.B.2 of Staff Legal Bulletin No. 19.  Please revise
the respective sections and have counsel revise their respective tax opinions to state
clearly that the tax consequences discussed in the respective sections are counsel’s
opinion.  A description of the law is not sufficient.  Refer to Section III.C.2 of Staff Legal
Bulletin No. 19.
10.Please refer to Exhibit 8.2 and opinion paragraphs (1) and (2).  We note that the opinion
paragraphs focus on the tax treatment of the redomiciliation and reorganization from a
high level.  Item 601(b)(8) of Regulation S-K is focused on the tax consequences to
investors and representations related to those tax consequences.  Please have counsel
revise all three opinion paragraphs so that they appropriately cover all material tax
consequences discussed in the prospectus.
11.Please refer to Exhibit 8.2 and opinion paragraph (3).  We note that the referenced tax
sections in opinion paragraph (3) don't align with any sections in the prospectus.  Please
have counsel revise as applicable.  This comment also applies to Exhibit 8.1, paragraph 2.
Certain Canadian Federal Income Tax Considerations for MDC Canada Shareholders, page 284
12.We note that the header refers to "certain" and that the introductory sentence states that
the summary describes the "principal" Canadian federal income tax considerations.
Please revise to clarify that the summary describes the material Canadian federal income
tax considerations.  Refer to Section III.C.1 of Staff Legal Bulletin No. 19.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 April 13, 2021 Page 4
 FirstName LastName
Mark Penn
MDC Partners Inc.
April 13, 2021
Page 4
13.We note your disclosure that this summary is of a general nature only and is not intended
to be, nor should it be construed to be, legal or tax advice to any particular holder.
Investors are entitled to rely on the opinion as expressed.  Please remove this
inappropriate limitation on reliance. This comment also applies to the closing paragraphs
of Exhibits 8.1 and 8.2.  Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Stagwell Marketing Group LLC and Subsidiaries Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 10. Intangible Assets, Net, page F-28
14.It appears that you have omitted tables reflecting the various categories of intangible
assets included in your consolidated balance sheets as of December 31, 2020 and 2019
and the related gross carrying amounts, accumulated amortization, net carrying amounts
and the weighted average amortization periods consistent with those disclosed in Note 10
on page F-73.  Please revise to include tables reflecting this information in Note 10 to
your audited financial statements for the years ended December 31, 2020 and 2019.  Refer
to the disclosure requirements in ASC 350-30-50-2.
            You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

March 29, 2021

VIA EDGAR

Mr. Donald Field

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street N.E.

Washington, D.C. 20549

    Re:
    MDC Partners Inc.

    Registration Statement on Form S-4

    Filed February 8, 2021

    File No. 333-252829

Dear Mr. Field:

On behalf of MDC Partners Inc. (the “Company”),
and in response to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) on the Company’s registration statement on Form S-4 filed with the Commission on February 8,
2021 (the “Registration Statement”) contained in your letter dated March 10, 2021 (the “Comment Letter”),
set forth below is the Company’s response to the Comment Letter. An amendment to the Registration Statement (“Amendment
No. 1”) has been submitted to the Commission on the date hereof. Page numbers referenced in the Company’s responses
refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein shall have the same meaning set forth
in Amendment No. 1.

Below is the Company’s response. For the convenience of the Staff,
the Company has repeated the Staff’s comment before the Company’s response.

Structure Chart, page 26

    1.
    Please refer to the Combined Company structure chart on page 27. Please revise to add the relative voting power percentages post-combination between BSPI, the Public and Stagwell.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 27 of Amendment No. 1 with respect to the relative voting power percentages
post-combination between the Public and Stagwell. The Company advises the Staff that the Combined Company Series 4 Shares and the
Combined Company Series 8 Shares will not entitle BSPI to vote.

Treatment of Existing MDC Debt in the Proposed Transactions, page 29

    2.
    Please revise the third paragraph to disclose the aggregate amount of the Consent Solicitation Consideration.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 29 of Amendment No. 1, indicating that the aggregate amount of the Consent
Solicitation Consideration will be $26,107,680.

Interests of MDC's Directors and Executive Officers in the Proposed
Transactions, page 40

    3.
    Quantify the approximate amount of payments Stagwell may be entitled to receive under the Tax Receivables Agreement.

Response:

The Company acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosure on page 40 of Amendment No. 1, indicating that, assuming (i) that
all of the OpCo Units subject to the Tax Receivables Agreement are redeemed or exchanged immediately after the completion of the
Proposed Transactions, (ii) no material changes in relevant tax law, and (iii) that the Combined Company earns sufficient
taxable income in each year to realize on a current basis all tax benefits that are subject to the Tax Receivables Agreement, based
on the price of Combined Company Class A Common Shares of $2.51 as of December 31, 2020, it expects that over the 15-year
period from the assumed date of such redemption or exchange the Combined Company would be required to pay
Stagwell approximately $28 million.

Interests of MDC's Directors and Executive Officers in the Proposed
Transactions, page 40

    4.
    To the extent the listed interests are quantifiable, please revise to quantify the total amounts that your directors and executive officers may receive in connection with the proposed transactions. For example, you state that the Business Combination will constitute a change in control for purposes of certain compensation and benefit plans of MDC, however, you do not indicate how this event will translate into interests of your directors and executive officers.

Response:

The Company acknowledges the Staff’s comment and
advises the Staff that the requested information with respect to the Company’s directors and executive officers is set forth
in the Registration Statement under the heading “Interests of MDC’s Directors and Executive Officers in the Proposed
Transactions” and the Registration Statement has been revised on page 40 to direct investors to such information.
Further, the Registration Statement has been revised to provide additional information with respect Stagwell Media LP’s
directors and officers. Please see Amendment No. 1 filed herewith.

Our financial condition and results of operations for fiscal 2020
and in the future may be adversely affected..., page 70

    5.
    Please revise, to the extent possible, to quantify the negative impact COVID-19 has had on Stagwell's results of operations, statement of financial position and cash flows as discussed in this risk factor. Please include enough detail so that shareholders can appreciate the discussed risk

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 71 of Amendment No. 1 describing the negative impact COVID-19 has had
on Stagwell's results of operations, statement of financial position and cash flows.

Unaudited Pro Forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 83

    6.
    Refer to footnotes 5(h) and 5(j) - Please revise the notes to the pro forma combined financial information to explain the methods and assumptions used to determine the fair value of the deferred acquisition consideration associated with legacy acquisitions of MDC and the fair value of the redeemable noncontrolling interest.

Response:

The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 88 and
89 of Amendment No. 1 describing the Monte Carlo simulation method that was utilized
to calculate the fair value of the deferred acquisition consideration.

    7.
    Refer to adjustment 5(i) - Please revise to disclose the significant assumptions used to determine the deferred tax liability associated with the Proposed Transaction.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 88 of Amendment No. 1, indicating that the deferred tax liability associated
with the Proposed Transactions was determined by multiplying the temporary difference associated with New MDC’s investment in OpCo
and other tax attributes retained by New MDC at the applicable combined statutory rates (including the state statutory rate net of U.S.
federal benefit), taking into consideration the changes to the book carrying value of MDC’s applicable assets and liabilities as
part of acquisition accounting and the related impact of the Stagwell OpCo Contribution.

    8.
    Refer to adjustment 5(k) - Please revise to disclose how you calculated or determined the fair value of the convertible preference shares and the fair value of the noncontrolling interest. In addition, please explain how you determined the $263,552 adjustment to decrease common shares and other paid in capital and to increase noncontrolling interest for Stagwell's noncontrolling interest of approximately 74% of OpCo's net assets.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 89 of Amendment No. 1, indicating (i) the fair value of the MDC
Canada Preferred Shares was estimated at their respective liquidation preference values, which is equal to the stated initial investment
value, increased by the annual accretion rate of 8% compounded quarterly through the valuation date and (ii) the adjustment of $272,293
was to recognize the noncontrolling interest of Stagwell equal to the amount representing its approximate 74% interest of OpCo’s
net assets, after the allocation to the Combined Company of the cumulative accreted value of the Combined Company Series 4 and Series 6
Shares; the net assets of OpCo is equal to the historical carrying value of the net assets contributed by Stagwell and the fair value
of the net assets of MDC.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 88

    9.
    Refer to footnote 6(a) - Please revise to disclose the method and assumptions used to determine the adjustment to reflect stock based compensation associated with the vesting of awards for Stagwell agency.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 90 of Amendment No. 1, indicating the adjustment for the twelve months
ended December 31, 2020 is to reflect compensation expense associated with awards, for corporate and brand employees of Stagwell, tied to the closing of the Transaction. The
adjustment assumes an MDC share price of $2.51 upon the exercise of the awards.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 88

    10.
    Refer to footnote 6(b) - Please revise to explain how you calculated or determined the amount of the pro forma adjustments to rent expense for the year ended December 31, 2019 and the nine months ended September 30, 2020 due to the remeasurement of MDC's leases.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 90 of Amendment No. 1 to address each comment.  The Company respectfully
notes that with the inclusion of information for the year ended December 31, 2020, the information with respect to the nine months
ended September 30, 2020 has been deleted.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 88

    11.
    Refer to footnote 6(d) - Please revise to disclose the significant assumptions (i.e., amount of debt, related interest rate) used to determine the pro forma adjustments for additional interest due on the MDC debt and the Stagwell term loan.

Response:

The Company acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosure on page 90 of Amendment No. 1 to disclose the significant
assumptions (i.e., amount of debt, related interest rate) used to determine the pro forma adjustments for additional interest due on
the MDC debt and the Stagwell term loan. The Company respectfully notes that with the inclusion of information for the year ended
December 31, 2020, the information with respect to the nine months ended September 30, 2020 has been deleted.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 88

    12.
    Refer to footnote 6(f) - As the pro forma adjustments for the nine months ended September 30, 2020 and the year ended December 31, 2019 do not appear to be based on the statutory tax rates disclosed in footnote 6(f), please explain in further detail how you calculated or determined the pro forma adjustments to tax expense for each period presented.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 90 of Amendment No. 1 indicating that the effective tax rate on the
Company’s pro forma loss differs from the statutory rate primarily because the portion of the loss incurred by OpCo allocated to
Stagwell’s non-controlling interest is not burdened by income tax because OpCo is taxed as a partnership and that the tax benefit
of the portion of partnership loss incurred by OpCo and allocated to MDC is offset by tax expense on U.S. and foreign subsidiaries of
OpCo which are burdened with tax.  The Company respectfully notes that with the inclusion of information for the year ended December 31,
2020, the information with respect to the nine months ended September 30, 2020 has been deleted.

Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations, page 88

    13.
    Refer to footnote 6(g) - Please explain in further detail how you calculated or determined the pro forma adjustments for the noncontrolling interest of Stagwell for the nine months ended September 30, 2020 and the year ended December 31, 2019.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 90 of Amendment No. 1 indicating that Stagwell’s noncontrolling
interest is calculated as approximately 74% of OpCo’s net income for the period less the annual accretion on the Company’s
Series 4 and 6 Preferred Shares and the tax attributes associated with the earnings of OpCo retained by the Combined Company.
The Company

respectfully notes that with the inclusion of information for the year ended December 31, 2020, the information with
respect to the nine months ended September 30, 2020 has been deleted.

Market Strategy, page 90

    14.
    We note your disclosure that a majority of Stagwell’s 2019 and 2018 revenues were derived from digitally-based work. Please revise to quantify the percentage of revenue derived from digitally-based work for each fiscal year.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 92 of Amendment No. 1 indicating that 90%, 83% and 85% of Stagwell’s
2020, 2019 and 2018 revenues, respectively, were derived from digitally-based work.

    15.
    We note your disclosure that Stagwell’s revenues from “FAANG” (Facebook, Apple, Amazon, Netflix and Google) companies and Microsoft have grown significantly since 2017. Please revise to quantify the revenue contribution from the referenced companies over the referenced period so that shareholders can appreciate the revenue contribution of these companies.

Response:

The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 92 of Amendment
No. 1, indicating that approximately $37 million, $17 million, and $9 million of Stagwell’s
2020, 2019, and 2018 revenues, respectively, were derived from “FAANG” and Microsoft.

Recent Developments, page 94

    16.
    We note your disclosure that the COVID-19 pandemic has negatively impacted Stagwell's results of operations, statement of financial position and cash flows due to its impact on certain of Stagwell's brands, particularly those that serve the travel and entertainment industries. To the extent possible, please revise to quantify the negative impacts and include enough information so that shareholders can understand the current and expected impact of COVID-19 on Stagwell's operations and financial condition. For guidance, please refer to CF Disclosure Guidance: Topics No. 9 and 9A.

Response:

The Company acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 97 of Amendment No. 1, indicating that COVID-19 resulted in (i) a
negative Adjusted EBITDA impact on Stagwell’s Digital Content segment in 2020 of $24 million relative to budget and (ii) a
$9 million decline in revenue and a $3 million decline in Adjusted EBITDA for 2020 on Stagwell’s Research segment.

Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Stagwell Subject Entities

Reportable Segments Results of Operations, page 100

    17.
    We note that you present the Non-GAAP measure "EBITDA" for each of Stagwell's operating segments in MD&A for each period presented in its consolidated statements of operations. Please revise to explain why you believe this Non-GAAP measure is meaningful to potential investors and disclose any additional purposes for which this measure is used by Stagwell's management. Also, please revise to reconcile this Non-GAAP measure for the segments to the most comparable GAAP measure, which appears to be net earnings. Refer to the requirements outlined in Item 10(e) of Regulation S-K.

Response:

The
Company acknowledges the Staff’s comment and advises

United States securities and exchange commission logo
March 10, 2021
Mark Penn
Chief Executive Officer
MDC Partners Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re:MDC Partners Inc.
Registration Statement on Form S-4
Filed February 8, 2021
File No. 333-252829
Dear Mr. Penn:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Structure Chart, page 26
1.Please refer to the Combined Company structure chart on page 27.  Please revise to add
the relative voting power percentages post-combination between BSPI, the Public and
Stagwell.
Treatment of Existing MDC Debt in the Proposed Transactions, page 29
2.Please revise the third paragraph to disclose the aggregate amount of the Consent
Solicitation Consideration.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 March 10, 2021 Page 2
 FirstName LastName
Mark Penn
MDC Partners Inc.
March 10, 2021
Page 2
Interests of MDC's Directors and Executive Officers in the Proposed Transactions, page 40
3.Quantify the approximate amount of payments Stagwell may be entitled to receive under
the Tax Receivables Agreement.
4.To the extent the listed interests are quantifiable, please revise to quantify the total
amounts that your directors and executive officers may receive in connection with the
proposed transactions.  For example, you state that the Business Combination will
constitute a change in control for purposes of certain compensation and benefit plans of
MDC, however, you do not indicate how this event will translate into interests of your
directors and executive officers.
Our financial condition and results of operations for fiscal 2020 and in the future may be
adversely affected..., page 70
5.Please revise, to the extent possible, to quantify the negative impact COVID-19 has had
on Stagwell's results of operations, statement of financial position and cash flows as
discussed in this risk factor.  Please include enough detail so that shareholders can
appreciate the discussed risk.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Information
5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 83
6.Refer to footnotes 5(h) and 5(j) - Please revise the notes to the pro forma combined
financial information to explain the methods and assumptions used to determine the fair
value of the deferred acquisition consideration associated with legacy acquisitions of
MDC and the fair value of the redeemable noncontrolling interest.
7.Refer to adjustment 5(i) - Please revise to disclose the significant assumptions used to
determine the deferred tax liability associated with the Proposed Transaction.
8.Refer to adjustment 5(k) - Please revise to disclose how you calculated or determined the
fair value of the convertible preference shares and the fair value of the noncontrolling
interest.  In addition, please explain how you determined the $263,552 adjustment to
decrease common shares and other paid in capital and to increase noncontrolling interest
for Stagwell's noncontrolling interest of approximately 74% of OpCo's net assets.
6. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 88
9.Refer to footnote 6(a) - Please revise to disclose the method and assumptions used to
determine the adjustment to reflect stock based compensation associated with the vesting
of awards for Stagwell agency.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 March 10, 2021 Page 3
 FirstName LastName
Mark Penn
MDC Partners Inc.
March 10, 2021
Page 3
10.Refer to footnote 6(b) - Please revise to explain how you calculated or determined the
amount of the pro forma adjustments to rent expense for the year ended December 31,
2019 and the nine months ended September 30, 2020 due to the remeasurement of MDC's
leases.
11.Refer to footnote 6(d) - Please revise to disclose the significant assumptions (i.e., amount
of debt, related interest rate) used to determine the pro forma adjustments for additional
interest due on the MDC debt and the Stagwell term loan.
12.Refer to footnote 6(f) - As the pro forma adjustments for the nine months ended
September 30, 2020 and the year ended December 31, 2019 do not appear to be based on
the statutory tax rates disclosed in footnote 6(f), please explain in further detail how you
calculated or determined the pro forma adjustments to tax expense for each period
presented.
13.Refer to footnote 6(g) - Please explain in further detail how you calculated or determined
the pro forma adjustments for the noncontrolling interest of Stagwell for the nine months
ended September 30, 2020 and the year ended December 31, 2019.
Market Strategy, page 90
14.We note your disclosure that a majority of Stagwell’s 2019 and 2018 revenues were
derived from digitally-based work.  Please revise to quantify the percentage of revenue
derived from digitally-based work for each fiscal year.
15.We note your disclosure that Stagwell’s revenues from “FAANG” (Facebook, Apple,
Amazon, Netflix and Google) companies and Microsoft have grown significantly since
2017.  Please revise to quantify the revenue contribution from the referenced companies
over the referenced period so that shareholders can appreciate the revenue contribution of
these companies.
Recent Developments, page 94
16.We note your disclosure that the COVID-19 pandemic has negatively impacted
Stagwell's results of operations, statement of financial position and cash flows due to its
impact on certain of Stagwell's brands, particularly those that serve the travel and
entertainment industries.  To the extent possible, please revise to quantify the negative
impacts and include enough information so that shareholders can understand the current
and expected impact of COVID-19 on Stagwell's operations and financial condition.  For
guidance, please refer to CF Disclosure Guidance: Topics No. 9 and 9A.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 March 10, 2021 Page 4
 FirstName LastName
Mark Penn
MDC Partners Inc.
March 10, 2021
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
Stagwell Subject Entities
Reportable Segments Results of Operations, page 100
17.We note that you present the Non-GAAP measure "EBITDA" for each of Stagwell's
operating segments in MD&A for each period presented in its consolidated statements of
operations.  Please revise to explain why you believe this Non-GAAP measure is
meaningful to potential investors and disclose any additional purposes for which this
measure is used by Stagwell's management.  Also, please revise to reconcile this Non-
GAAP measure for the segments to the most comparable GAAP measure, which appears
to be net earnings.  Refer to the requirements outlined in Item 10(e) of Regulation S-K.
Proposals, page 138
18.You discuss the intent of certain shareholders to vote in favor of the matters presented
here, as well as agreements to vote for certain matters.  Please revise to discuss the extent
to which votes in favor of each of these proposals seems likely, so that readers can
appreciate how assured each of these proposals may be.
Background of the Proposed Transactions, page 150
19.We note your disclosure that on December 20, 2019, Mr. Penn advised the 2019 Special
Committee that only one participant had expressed an interest in pursuing a transaction
involving MDC and the 2019 Special Committee determined not to proceed to
negotiations with such participant.  If applicable, please revise to disclose if the expression
of interest included any financial terms or valuation of MDC.
20.Elaborate upon the "relative value of the respective businesses of the Company and
Stagwell," which Moelis presented on September 7, 2020.   In this regard, aside from the
assumed equity value of $1.424 billion for the Stagwell Subject Entities and the $4.25 per
share for MDC Canada common shares presented in the Stagwell Proposal on June 25,
2020, this discussion does not address how these amounts may have evolved throughout
the negotiations.  Please revise accordingly.
21.We note on September 13, 2020 and September 23, 2020 that DLA Piper distributed
revised draft Term Sheets to Freshfields.  To the extent those revised draft Term Sheets
included updated pro forma ownership percentages, please revise the respective
discussions to disclose those updated percentages.
22.Explain how the parties arrived at the final consideration amount for Stagwell's interest,
and the resulting 26% interest to be held by the holders of MDC Canada Common
shares.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 March 10, 2021 Page 5
 FirstName LastName
Mark Penn
MDC Partners Inc.
March 10, 2021
Page 5
MDC's Reasons for the Proposed Transactions , page 164
23.Tell us what consideration the MDC Special Committee gave to the various interests of
the officers and directors in this transaction, including Mr. Penn, in recommending
shareholder approval for the proposed transactions.
Miscellaneous, page 179
24.Please refer to the last paragraph and the summaries of the Financial Advisor Engagement
Letter and Consent Solicitation Engagement Letter.  Please revise to quantify the fees
received or to be received pursuant to these engagement letters.  Refer to Item 1015(b)(4)
of Regulation M-A.
Certain Unaudited Prospective Financial Information, page 195
25.You mention certain assumptions made by the parties in preparing the projections
presented here.  Please revise to disclose those assumptions.
Stagwell Ownership Interest and Stagwell Distribution, page 200
26.To the extent possible, please revise to quantify the estimated amount of the Stagwell
Distribution.
2020 Non-Employee Director Awards, page 201
27.Please revise to identify and detail if any awards will vest based upon the expected
composition of the new Combined Company board.
MDC Canada Series 4 Shares and Combined Company Series 8 Shares, page 207
28.We note that following the closing BSPI is expected to be issued Combined Company
Series 8 Shares with a reduced conversion price.  Please revise the second paragraph to
clarify the number of Combined Company Class A Common Shares that the Combined
Company Series 8 Shares would be convertible into.
Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders, page 278
29.Please revise to reflect that your discussion of U.S. and Canadian tax consequences in this
section and the following section represents counsel’s opinion, as applicable, rather than
merely a summary or description of material U.S. and Canadian tax consequences.
Alternatively, please confirm that counsel, as applicable, will file long-form tax opinions.

 FirstName LastNameMark Penn
 Comapany NameMDC Partners Inc.
 March 10, 2021 Page 6
 FirstName LastName
Mark Penn
MDC Partners Inc.
March 10, 2021
Page 6
Stagwell Marketing Group LLC and Subsidiaries Consolidated Financial Statements
Consolidated Statements of Changes in Equity, page F-6
30.We note that the total capital contributions reflected in the statements of changes in equity
for the years ended December 31, 2018 and December 31, 2019 as disclosed on page F-6
do not agree to the total of the cash and non-cash capital contributions reflected in the
consolidated statements of cash flows on page F-7 or with the amounts disclosed in Note
19 on page F-44.  Please reconcile and revise these disclosures.
14. Noncontrolling Interest and Redeemable Noncontrolling Interest, page F-36
31.In the table reflecting your noncontrolling interest at December 31, 2019 you indicate that
you held a 40% percentage interest in Targeted Victory at this date.  However, in the
second paragraph following the table, you indicate that as a result of acquiring an
additional 9% of common units of Targeted Victory on December 2, 2019, the Company
owns 60% of the issued and outstanding equity in Targeted Victory.  Please reconcile and
revise these disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

February 11, 2019
David Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151
Re:MDC Partners Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-13718
Dear Mr. Doft:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

January 16, 2019

Via Edgar

Mr. Robert Littlepage

Division
of Corporation Finance

Office of
Telecommunications

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, 2017 (Filed March 1, 2018)

Form 10-Q for Quarterly
Period Ended September 30, 2018 (Filed November 1, 2018)

SEC Correspondence
Dated December 20, 2018

File No. 001-13718

Dear Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), which was set forth
in your letter dated December 20, 2018.

*          *          *          *          *

Form 10-Q for the Quarter Ended September 30, 2018

2. Revenue, page 8

 1. Please refer to ASC 606-10-50-12 and revise future filings to address the following:

• describe the nature of your performance
obligations in greater detail;

• clarify how you determined that you had
more than one performance obligation with respect to your advertising services and media services arrangements;

• discuss how you determined that you act
as an agent for your production services and media buying services; and

• for performance obligations satisfied over
time, describe in greater detail the input

methods used and how those methods are applied.

In response to the above comment, the Company will
expand its revenue disclosure in future filings. To assist in the Staff’s review, we have included the proposed revenue disclosure
below, presented as our disclosure previously filed within our Form 10-Q as of September 30, 2018 updated with expanded language
earmarked with an underline and any deletions with a strikethrough.

“Revenue

Effective January 1, 2018, the Company adopted FASB
Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC
606”). ASC 606 was applied using the modified retrospective method, with the cumulative effect of the initial adoption being
recognized as an adjustment to opening retained earnings at January 1, 2018. As a result, comparative prior periods have not been
adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). See Note X 13
of the Notes to the Unaudited Consolidated Financial Statements included herein for additional details
surrounding the Company’s adoption of ASC 606. The Company’s policy surrounding revenue under ASC 605 is described
in Note 2 of Item 8 of the Company’s 2017 Form 10-K. The policies described herein refer to those in effect as of January
1, 2018.

The Company’s revenue recognition
policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when
control of the promised goods or services are transferred to our clients, in an amount that reflects the consideration we expect
to be entitled to in exchange for those goods or services.

The MDC
network provides an extensive range of services to our clients offering a variety of marketing and communication capabilities including
strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television
broadcast), public relations services including strategy, editorial, crisis support or issues management, media training, influencer
engagement and events management. We also provide media buying and planning across a range of platforms (out-of-home, paid search,
social media, lead generation, programmatic, television broadcast), experiential marketing and application/website design and development.

The primary source of the Company’s
revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or
bonuses, depending on the terms of the client contract. In all circumstances, revenue is only recognized when collection is reasonably
assured. Certain of the Company’s contractual arrangements have more than one performance obligation. For such arrangements,
revenue is allocated to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices
are determined based on the prices charged to clients or using expected cost plus margin.

Revenue is recognized net of sales and other
taxes due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination
by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days.
In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination
date.

The determination
of our performance obligations is specific to the services included within each contract. Based on a client’s requirements
within the contract, and how these services are provided, multiple services could represent separate performance obligations or
be combined and considered one performance obligation. Contracts that contain services that are not significantly integrated
nor interdependent, nor that significantly modify or customize each other, are considered separate performance obligations. Typically,
we consider media planning, media buying, creative (or strategy), production and experiential marketing services to be separate
performance obligations if included in the same contract as each of these services can be provided on a standalone basis, and do
not significantly modify or customize each other. Public relations services and application/website design and development are
typically each considered one performance obligation as there is a significant integration of these services into a combined output.

Although certain of our performance obligations
are recognized at a point in time, We typically satisfy our performance obligations over time, as services are performed.
Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon placement
of advertisements in various media when the Company has no further performance obligation. Fees for services are typically
recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred
to date in relation to total estimated efforts to complete the contract. Point in time recognition primarily relates to certain
commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no
further performance obligation.

Revenue is recognized net of sales and other taxes
due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination by
either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days.
In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination
date.

Within each contract, we identify whether the Company
is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service
before transferring it to the client, and is primarily responsible for integrating the services into the final deliverables, we
act as principal. In these arrangements, revenue is recorded at the gross amount billed. Accordingly, for these contracts the Company
has included reimbursed expenses in revenue. In other arrangements where a third-party supplier, rather than the Company is primarily
responsible for the integration of services into the final deliverables for our client, and thus the Company
is solely arranging for the third-party supplier to provide these services to our client, we generally act as agent and record
revenue equal to the net amount retained, when the fee or commission is earned. We have determined that we primarily act
as agent for production and media buying services. The role of MDC’s agencies
under a production services agreement is to facilitate a client’s purchasing of production capabilities from
a third-party production company in accordance with the client’s strategy and guidelines. The obligation of MDC’s agencies
under media buying services is to negotiate and purchase advertising media from a third-party media vendor on behalf of a client
to execute its media plan. We do not obtain control prior to transferring these services to our clients; therefore, we primarily
act as agent for production and media buying services.

A small portion of the Company’s
contractual arrangements with clients include performance incentive provisions, which allow the Company to earn additional revenues
as a result of its performance relative to both quantitative and qualitative goals. Incentive compensation is primarily estimated
using the most likely amount method and is included in revenue up to the amount that is not expected to result in a reversal of
a significant amount of cumulative revenue recognized. We recognize revenue related to performance incentives as we satisfy the
performance obligation to which the performance incentives are related.”

There are no proposed changes to our remaining
revenue disclosures for disaggregated revenue data, contract assets and liabilities and practical expedients.

*                    *                    *                    *                    *

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 B. Doft

    Chief Financial Officer

 cc: Kathryn Jacobson, Senior Staff Accountant

Mitchell Gendel, General Counsel & Corporate
Secretary

Vincenzo DiMaggio, Chief Accounting Officer

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

Risë Norman and Karen Kelley, Simpson
Thacher & Bartlett LLP

Robert Trinchetto, BDO USA, LLP

December 20, 2018
David Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151
Re:MDC Partners Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarter September 30, 2018
Filed November 1, 2018
File No. 001-13718
Dear Mr. Doft:
            We have reviewed your October 2, 2018 response to our comment letter and have the
following comment.  Please respond to this comment within ten business days by providing the
requested information or advise us as soon as possible when you will respond.  If you do not
believe our comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2018
2. Revenue, page 8
1.Please refer to ASC 606-10-50-12 and revise future filings to address the following:
•describe the nature of your performance obligations in greater detail;
•clarify how you determined that you had  more than one performance obligation with
respect to your advertising services and media services arrangements;
•discuss how you determined that you act as an agent for your production services and
media buying services; and
•for performance obligations satisfied over time, describe in greater detail the input
methods used and how those methods are applied.
            You may contact  Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365
or Robert Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions

 FirstName LastNameDavid  Doft
 Comapany NameMDC Partners Inc.
 December 20, 2018 Page 2
 FirstName LastName
David  Doft
MDC Partners Inc.
December 20, 2018
Page 2
regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

October 2, 2018

Via
Edgar

Mr.
Robert Littlepage

Division
of Corporation Finance

Office
of Telecommunications

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, 2017 (Filed March 1, 2018)

    Form 10-Q for Quarterly Period Ended June 30, 2018 (Filed August 7, 2018)

    SEC Correspondence Dated September 19, 2018

    File No. 001-13718

Dear
Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), which was set
forth in your letter dated September 19, 2018.

*
      *     *     *     *

Form
10-Q for the Quarterly Period Ended June 30, 2018

Notes
to Unaudited Condensed Consolidated Financial Statements

Revenue,
Page 8

1. Tell us how you
determined that you act as agent for your production and media buying services. Please specifically address how you considered
your role, if any, in creating or developing a client’s marketing or corporate communications message. Refer to ASC 606-10-55-36
through 40 and ASC 606-10-50-12(c).

When the Company’s agencies engage a third
party to provide services to a customer, the Company considers ASC 606-10-55-36 through 40 in assessing whether our promise is
to provide the specified goods or services ourselves (in which case the agency is a principal)
or to arrange for those goods or services to be provided by a third party (in which case the agency is an agent). This determination
is made for each performance obligation. In accordance with this guidance, the party who controls the service before it is transferred
to the customer would be considered the principal.

Based on its assessment, as detailed below, MDC
has concluded that its agencies do not obtain control prior to transferring production capabilities or advertising media to their
clients. Therefore, in accordance with the relevant guidance, when one of its agencies is
engaged for these services, MDC treats such agency as an agent and records revenue on a net basis. Furthermore, consistent with
ASC 606-10-50-12(c), the Company discloses that it acts as an agent for these services. Please refer to page 9 of the Form
10-Q for the Quarterly Period Ended June 30, 2018 for such disclosure.

The role
of MDC’s agencies under a production services agreement is to facilitate a client’s purchasing of production
capabilities from a third-party production company in accordance with the client’s strategy and guidelines. The obligation
of MDC’s agencies under media buying services is to negotiate and purchase advertising media from a third-party media vendor
on behalf of a client to execute its media plan.

MDC has concluded that its agencies do not obtain
control prior to transferring production capabilities or media buying services to their clients for the reasons discussed below:

 · Agencies do not purchase and direct the
production services or media advertisements, nor do they pre-purchase or commit to pre-purchase these services prior to entering
into an arrangement with a client.

 · The production or media buying services
provided by third parties are not combined or integrated with other services that our agencies provide before the content or advertisement
is transferred to a client. For example, while our agencies may be engaged to provide creative, production, media planning and
media buying services, the creative and media planning services are typically fulfilled and delivered to a client before the performance
of the production and media buying services and thus are not combined before being transferred to a client.

 · Agencies are not primarily responsible for fulfilling the promise
to provide the production or media buying services as the third-party production company is responsible for producing the content
and the third-party media vendor is responsible for placing the advertisement.

 · The third-party production company is responsible for any necessary
revisions or required changes that would need to be made to the respective production, and the media vendor is accountable for
any client issues regarding the acceptability of the media service (e.g., make good on promised impressions not met under the arrangement).

 · Agencies do not have pricing discretion for production services or
the placement of the advertisement. The selection of the third party and the allocation of the client’s budget requires a
client’s approval before a third party can be hired and begin work, significantly limiting the agencies’ ability to
set pricing for the specified services.

      2

2. We note the nature
of services performed by each of your reportable segments as described on pages 20-21. Please tell us which services you combine
with others for the purposes of determining your performance obligations and which services you treat as a separate performance
obligation. Refer to ASC 606-10-25-21 and ASC 606-10-50-12(c).

The Company’s agencies consider ASC 606-10-25-14
through 22 when assessing services promised within the contract to determine performance obligations to their clients. In
accordance with this guidance, the assessment includes determining the service or combination of services, if applicable, that
are distinct and therefore considered a performance obligation. The determination of our performance obligations is specific to
the services (promises) included within each contract. Based on a client’s requirements within the contract, and how these
services are provided, multiple services could represent separate performance obligations or be combined and considered one performance
obligation.

For example,
if an agency within our Global Integrated Agencies reportable segment entered into a contract for strategy and production services,
MDC would conclude that these two services are both capable of being distinct and distinct within the context of the contract and
therefore represent separate performance obligations. If, however, a client entered into an arrangement for strategy, production
and analytics services, MDC could conclude that the analytics services are not separately identifiable from the other services
within the contract and are therefore combined with the strategy services. Specifically, if the promises to the client were such
that the analytic services were highly interrelated with the strategy services, occurring simultaneously or continuously throughout
the performance of the strategy services, or the strategy services could not be fulfilled without the performance of the analytic
services, we would conclude that the analytics services are not distinct within the context of the contract, therefore resulting
in it being combined with the strategy services as one performance obligation.

Within
our Domestic Creative Agencies reportable segment, strategy and creative services are offered, and we have concluded that these
services can either be combined into one performance obligation or represent separate performance obligations. In instances in
which they are combined, agencies market this service as one completely integrated creative solution, and the client makes a single
buying decision for one identifiable promise (service). In this case, the services would be part of an overall advertising campaign,
occurring simultaneously, significantly affecting and transforming one another.

Within
our Specialist Communications reportable segment, the following services can be offered: strategy, editorial, crisis support or
issues management, media training, influencer engagement, and events management. If a contract with the client included each of
these services and the services were considered separately identifiable, in accordance with ASC 606-10-25-21, from the other services
within the contract, each of these services would be considered distinct and therefore would represent a separate performance obligation.
In other instances, contracts are structured such that the promised services are viewed as inputs to provide a combined output.
In such contracts, the client engages an agency to manage its overall public relations function, resulting in one performance obligation.

      3

As it relates
to our Media Services reportable segment, if a client enters into a contract for media planning and media buying services, the
two services are both capable of being distinct and distinct within the context of the contract and therefore represent separate
performance obligations. If, however, a client enters into an arrangement for media planning, media buying and account management
services, the account management services are not separately identifiable from other services within the contract and therefore
are combined with the media planning services. Specifically, although clients see value in the account management services, and
benefit from these services when combined with other distinct services, our agencies do not offer clients account management services
on a stand-alone basis. These services are not within our agencies’ core service offerings but are necessary to fulfill the
other promises within our contracts with clients and therefore are highly interdependent of each other. Accordingly, these services
would not be deemed to be separate performance obligations.

The assessment
discussed above is also performed to determine the performance obligation(s) for contracts with customers of the operating segments
classified within the All Other category.

In accordance
with ASC 606-10-50-12(c), we disclose the nature of agency services within our segment footnote. Please refer to pages 20-21
of the Form 10-Q for the Quarterly Period Ended June 30, 2018 for such disclosure. In future
filings, we will include a cross reference to the “Segment Information” footnote in our “Revenue” footnote
highlighting this disclosure.

*     *     *     *     *

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 B. Doft

    Chief Financial Officer

    cc:
    Kathryn Jacobson, Senior Staff Accountant

    Scott L. Kauffman, Chairman & Chief Executive Officer

    Mitchell Gendel, General Counsel & Corporate Secretary

    Vincenzo DiMaggio, Chief Accounting Officer

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

    Risë Norman and Karen Kelley, Simpson Thacher & Bartlett LLP

    Robert Trinchetto, BDO USA, LLP

      4

September 19, 2018
David Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151
Re:MDC Partners Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 7, 2018
File No. 001-13718
Dear Mr. Doft:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2018
Notes to Unaudited Condensed Consolidated Financial Statements
Revenue, page 8
1.Tell us how you determined that you act as agent for your production and media buying
services.  Please specifically address how you considered your role, if any, in creating or
developing a client's marketing or corporate communications message.  Refer to ASC
606-10-55-36 through 40 and ASC 606-10-50-12(c).
2.We note the nature of services performed by each of your reportable segments as
described on pages 20-21.  Please tell us which services you combine with others for the

 FirstName LastNameDavid  Doft
 Comapany NameMDC Partners Inc.
 September 19, 2018 Page 2
 FirstName LastName
David  Doft
MDC Partners Inc.
September 19, 2018
Page 2
purposes of determining your performance obligations and which services you treat as a
separate performance obligation.  Refer to ASC 606-10-25-21 and ASC 606-10-50-12(c).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Kathryn Jacobson,, Senior Staff Accountant at (202) 551-3365 or
Robert S. Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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MDC Partners Inc.

745 Fifth Avenue, 19th Floor

New York, NY 10151

January 8, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Shainess

Re: MDC Partners Inc.

Registration Statement on Form S-3 – File No. 333-222095
and

Registration Statement on Form S-3 – File No. 333-222101

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, MDC Partners Inc. hereby requests that the effective date of the above-referenced Registration Statements
on Form S-3 be accelerated so that they may become effective at 4:30 p.m., Washington, D.C. time, on January 10, 2018, or as soon
thereafter as practicable.

We request that we be notified of such effectiveness
by telephone call to Risë B. Norman at (212) 455- 3080 of Simpson Thacher & Bartlett LLP.

    Very truly yours,

    MDC Partners Inc.

    /s/ Mitchell Gendel

    Mitchell Gendel

    General Counsel

cc: Risë B. Norman, Simpson Thacher & Bartlett LLP

December 27, 2017
Scott L. Kauffman
Chairman and Chief Executive Officer
MDC Partners Inc.
745 Fifth Avenue, 19th Floor
New York, NY 10151
MDC Partners Inc.
Registration Statement on Form S-3
Filed December 15, 2017
File No. 333-222101Re:
Dear Mr. Kauffman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720

November 9 , 201 7

Scott L. Kauffman
Chairman  and Chief Executive Officer
MDC Partners, Inc.
745 Fifth Avenue
New York, New York  10151

Re: MDC Partners, Inc.
 Form 10-K for Fiscal Year  Ended  December 31, 2016
Filed March 1, 2017
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001-13718

Dear Mr. Kaufmann :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 - Telecommunica tions

CORRESP
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October
18, 2017

Via Edgar

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 as amended

SEC Correspondence
Dated October 4, 2017

File No. 001-13718

Dear
Mr. Spirgel and Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the “Commission”,
or “SEC”), which was set forth in your letter dated October 4, 2017, together with comments raised by the Staff during
our telephone meeting of October 16, 2017.

*       *       *       *       *

Form
10-K for Fiscal Year Ended December 31, 2016 as amended

Item
9A. Controls and Procedures, page 104

 1. We note in your response that you determined there was a control deficiency
in your internal control over financial reporting; however, the deficiency did not rise to the level of a material weakness. A
control deficiency constitutes a material weakness if there is a reasonable possibility that a material misstatement of the financial
statements would not be prevented or detected in a timely manner. Based on your determination that the disclosure misstatements
in your prior SEC filings were material and a result of a control deficiency, we are unable to agree with your conclusion that
the related deficiency is not a material weakness. Please explain how you will address and disclose the ineffectiveness of internal
control over financial reporting and disclosure controls and procedures for the periods the material weakness existed.

      1

As set forth
in the Company’s correspondence dated August 10, 2017 and August 31, 2017, the Company concluded that its prior change to
one reportable segment was a good faith judgment determination based upon extensive analysis. After further discussion with the
SEC, the Company acknowledged that its prior “judgment” reflected a material error and that a different aggregation
of reportable segments should have been presented. Accordingly, the Company revised its disclosures to reflect the new reportable
segments in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Moreover, the Company amended its Annual Report
on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017
to restate applicable disclosures related to the recasting of the four (4) new reportable segments.

In connection
with the foregoing determination, and as fully disclosed in its these recent filings, management assessed the effectiveness of
its internal controls over financial reporting and implemented remediation steps to improve its processes and controls relating
to the identification of appropriate reportable segments. Management previously determined that the deficiency relating to its
internal controls over financial reporting did not rise to the level of a material weakness. However, the Company understands the
Commission’s position that a control deficiency constitutes a material weakness if there is a reasonable possibility that
a material misstatement of the financial statements would not be prevented or detected in a timely manner.

In response,
the Company proposes to disclose the identified ineffectiveness of its internal controls and disclosure controls in the following
manner in its pending Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, including the remediation
steps implemented by management:

“Evaluation of
New Reportable Segments; Changes in Internal Control Over Financial Reporting

As disclosed in the Company’s
prior filings on Form 10-K/A for the year ended December 31, 2016, Form 10-Q/A for the quarterly period ended March 31, 2017 and
Form 10-Q for the quarterly period ended June 30, 2017, we have recast our single reportable segment and identified four (4) new
reportable segments for our Partner Firms. The recasting of prior period segment information does not affect our consolidated financial
condition or results of operations for the three months ended March 31, 2017 and 2016, our balance sheets as of March 31, 2017
and December 31, 2016, our cash flows for the three months ended March 31, 2017 and 2016, or goodwill for any period presented.

During the third quarter
of fiscal 2017, our management, including our CEO and CFO, concluded that the previously disclosed deficiency in internal controls
that led to the determination to recast the Company’s reportable segments reflected a material weakness in our internal controls
over segment reporting aggregation and disclosure. A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis. The material weakness in internal controls over financial
reporting arose from an undetected error in management’s judgment and management’s misapplication of ASC 280, specifically
the weighting used in the analysis regarding aggregation of operating segments with respect to future and past economic performance.
Although our internal “Segment Reporting Policy” included an analysis for segment aggregation criteria, management
subsequently identified a design gap in that the analysis failed to contain sufficient detail on the weighting to future and past
economic performance, as required by ASC 280 and related guidance.

      2

In response to the
identified material weakness, the Company implemented remediation steps to ensure that its prospective determination of
reportable segments is appropriate. The Company promptly updated its aggregation analysis and revised its disclosure of its
four (4) reportable segments. Additionally, management enhanced and expanded its internal “Segment Reporting
Policy” to include further detail on how the application of aggregation criteria related to economic characteristics
should be applied. This additional detail includes reference to quantitative and qualitative factors, types of metrics being
considered and the acceptable level of differences in those metrics between the segments being evaluated for aggregation.
Under the Company’s revised approach, this analysis will be performed and documented annually. The Company’s
management will continue to evaluate the impact of events (e.g., a change in operating segments, reorganization, change in
management approach, etc.) that may arise and affect the Company’s reportable segment structure and document that
assessment and related conclusions as necessary. The Company has further enhanced its review controls to ensure proper
weighting to future and past economic performance, as required by ASC 280. Testing of both the design and
operating effectiveness of the Company’s enhanced controls was completed, and management concluded that the material
weaknesses described above had been fully remediated as of September 30, 2017.

Other than the foregoing
actions relating to the recast of the Company’s reportable segments, management believes there have been no changes in our
internal control over financial reporting during the fiscal quarter ended September 30, 2017 that materially affected, or were reasonably
likely to materially affect, our internal control over financial reporting.”

*       *       *       *       *

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

    Very truly yours,

    /s/ Scott L. Kauffman

    Scott L. Kauffman

    Chairman and Chief Executive Officer

 cc: Lindsay McCord, Associate Chief Accountant

Kathryn Jacobson, Senior Staff Accountant

Carlos Pacho, Senior Assistant Chief Accountant

David Doft, Chief Financial 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.

Risë Norman and Karen Kelley,
Simpson Thacher & Bartlett LLP

Robert Trinchetto, BDO USA, LLP

      3

Mail Stop 3720

October 4 , 201 7

Scott L. Kauffman
Chairman  and Chief Executive Officer
MDC Partners, Inc.
745 Fifth Avenue
New York, New York  10151

Re: MDC Partners, Inc.
 Form 10-K for Fiscal Year December 31, 2016  as amended
Response Dated August 31, 2017
File No. 001-13718

Dear Mr. Kaufmann :

We have reviewed your August 31, 2017 response and have the following c omment.  In
our comment, we  ask you to provide us with information so we may better understand your
disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not beli eve our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.

Item 9A. Controls and Procedures, page 104

1. We note in you r response that you determined there was a control deficiency in your
internal control over financial reporting; however, the deficiency did not rise to the level
of a material weakness.   A control deficiency constitutes a material weakness if there is a
reasonable possibility that a material misstatement of the financial statements would not
be prevented or detected in a timely manner.   Based on your determination that the
disclosure misstatements in your prior SEC filings were material and a result of a c ontrol
deficiency, we are unable to agree with your conclusion that the related deficiency is not
a material weakness.    Please explain how you will address and disclose the
ineffectiveness of internal control over financial reporting and disclosure contro ls and
procedures for the periods the material weakness existed.

Scott L. Kauffman
MDC Partners, Inc.
October 4 , 2017
Page 2

 You may contact Kathryn Jacobson, Senior Staff Accountant , at (202) 551 -3365,  or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551 -3361 if you have any questions
regarding  comments on the financial statements and related matters.   Please contact  Gregory
Dundas, Attorney -Advisor, at (202) 551 -3436 or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

CORRESP
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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

CORRESP
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Pursuant to
a request for confidential treatment pursuant to 17 CFR 200.83, the portions of this letter indicated have been redacted from
the publicly filed document and have been furnished separately to the Division of Corporation Finance

    August 10, 2017

Via Edgar

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. A confidential treatment
request for the confidential information in this response is being made in a separate letter dated today. The confidential information
in this letter is being provided to supplement our discussions. The information provided herein, except for the supplemental confidential
information contained in this letter, is contained in a separate letter dated today that was filed with the Staff via EDGAR.

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: Aggregation of Operating Segments.

* * *

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

    Very truly yours,

    /s/ Mitchell 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

Date: August 10, 2017

To: The Files

From: MDC Partners, Inc.

Re: Aggregation of Operating Segments

ASC 280’s objective is to provide
investors with a better understanding of the entity’s performance by utilizing the “management approach,” whereby
external segment reporting is aligned with internal reporting. The application of ASC 280 requires an entity to identify its operating
segments, determine whether it will, and is able, to aggregate any of these operating segments into a reportable segment, and determine
whether there are a sufficient number of reportable segments disclosed.

MDC Partners Inc. (“MDC”, the
“Company”, “we”, “our”, or “us”) is a strategic holding company that operates through
a partner firm network. Each “Partner Firm” within the network operates in the marketing/advertising industry and is
considered an operating segment. The Company’s chief operating decision maker (“CODM”) is its CEO, Scott Kauffman.
The CODM assesses performance utilizing Adjusted EBITDA and Adjusted EBITDA as % of Net Revenue.

ASC 280 requires a public entity to determine
which of those operating segments will be reported in the notes to the financial statements. ASC 280 allows individual operating
segments to be aggregated for reporting purposes if certain criteria are met. Aggregation is optional. An operating segment is
required to be separately reported if it meets certain quantitative thresholds.

Further, we note the following excerpt
from Courtney D. Sachtleben’s remarks before the 2015 AICPA Conference on Current SEC and PCAOB Developments:

….Two or more operating
segments may be aggregated into a single reportable segment when all of the following are true: (1) aggregation is consistent with
the objectives and principles of the standard, (2) the operating segments have similar economic characteristics, and (3) the operating
segments are similar with respect to five qualitative criteria. Reasonable judgement with a thorough understanding of an entity’s
specific facts and circumstances is required in applying these criteria.

For the quarter ended June 30, 2017, based
in part on feedback from the SEC, the Company performed a comprehensive review of its reportable segments to determine if the previous
aggregation of the Company’s operating segments is consistent with the principles detailed in ASC 280.

Based upon the comprehensive review, MDC
has assessed the economic characteristics of each Partner Firm/operating segment and established four reportable segments and an
“all other” category. The four reportable segments are: Global Integrated Agencies, Domestic Creative Agencies, Specialist
Communications Agencies, and Media Services. These segments are aggregated based on MDC’s range of business activities and
the economic environment in which MDC operates, consistent with the principles outlined in ASC 280. MDC believes that four groupings
of agencies show similar quantitative and qualitative characteristics which result in similar future prospects. MDC considered
the following aggregation criteria in ASC 280-10-50-11:

Operating segments often
exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average
gross margins for two operating segments would be expected if their economic characteristics were similar. Two or more operating
segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles
of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the following
areas:

 · The nature of products and services

 · The nature of production processes

 · The type or class of customer for their
products and services

 · The methods used to distribute their
products or provide their services

 · The nature of the regulatory environment

The excerpt from ASC 280 above contemplates
similarities on both a quantitative and qualitative basis when determining which operating segments are eligible for aggregation.

The Company first analyzed economic similarities
on a quantitative basis. In doing so, we considered remarks by Nili Shah, Deputy Chief Accountant in the SEC’s Division of
Corporation Finance, at the 2015 AICPA Conference on Current SEC and PCAOB Developments. She highlighted that when evaluating economic
similarity, registrants should understand that there are no bright lines, and significant judgment is required. In addition, the
types of metrics being considered and the acceptable level of differences in those metrics among the segments being evaluated for
aggregation may be different across industries. Ms. Shah also stated the expectation that operating segments will have similar
economic characteristics in the future does not take precedence over the lack of similarity in current and past performance, although
the number of years of past performance is not commented on.

Considering these statements, MDC considered
historical fluctuations in Adjusted EBITDA margins (“Margins”) when evaluating economic similarities on a quantitative
basis. Margins are meaningfully impacted by revenue growth or decline surrounding client wins and losses, while cost correction
moves geared towards target staff cost ratios can bring Margins back in line. The costs at the Partner Firms are similar across
the Company’s network and are significant to the Margins. The principal costs are variable (i.e. people/facilities) and MDC
manages the costs at each Partner Firm in response to changes in performance. MDC recognizes that there may be short term fluctuations
in the individual annual Margins that may be due to a variety of business reasons such as expansion, client wins, client losses,
and resource changes. For example, if an agency loses a significant client, the agency will experience short term Margin pressure
due to the lack of revenue to support current staffing levels. Depending on the specific set of circumstances, that Margin pressure
may be adjusted with either new business wins or rightsizing staff which may take a few months to a few years. This is not unusual
in the Company’s industry and does not change the economics surrounding the business. When considering this potential for
fluctuations of Margins period over period, the Company analyzed what an acceptable level of variation in Margins would be deemed
economically similar.

Further to the remarks from Courtney D.
Sachtleben’s speech before the 2015 AICPA Conference on Current SEC and PCAOB Developments noted above, she added that it
would be helpful to consider similarity from the perspective of a reasonable investor and it is important to consider information
such as industry reports and other analysis by users of the financial statements that may provide evidence of how a reasonable
investor would analyze the business.

Due to the focus on the reasonable investor,
it’s important to understand how an investor utilizes our financials, and segment data specifically, to determine what level
of fluctuation in Margins at the Partner Firm level would impact a reasonable investors analysis of performance.

When evaluating the performance of the
Company, analysts and investors are primarily focused on our consolidated financial results, specifically organic revenue growth,
consolidated Adjusted EBITDA and change in consolidated Margins. Investors understand that like our competitors, we are a holding
company that is managing a portfolio of businesses in one industry, the marketing communications industry. We are all competing
for the same bucket of marketing dollars and each of our agencies may be limited by client conflicts. Investors understand that
a loss at one agency may be offset by a gain at another and that these client shifts do not impact the future growth potential
of the Company. To the extent investors are interested in understanding the drivers of these key performance metrics, their inquiry
is generally along the lines of understanding revenue growth by geography, risks and opportunities associated with large clients,
and performance by client industry vertical.

Geographic revenue growth is one of the
primary additional areas of investor focus. Investors closely track our revenue growth in North America, where we generate roughly
86% of our revenue. Investors also closely track our revenue growth outside of North America to evaluate the success of our strategic
investments to expand our business around the world.

Additionally, geography is the most useful
way to compare our performance to the various other holding companies that compete in the sector. Investors rank the industry according
to organic revenue growth by geography and relative percentage of revenue in various geographies around the world. As an example,
presently there is intense investor focus on organic revenue growth trends in North America, where growth among our competitors
has moderated in recent periods.

Another key area of focus is understanding
risks and opportunities associated with large clients. While the Company does not often disclose the specific names of our largest
customers due to confidentiality agreements, investors are able to monitor industry trade press to come up with a reasonable guess
of their identities. We regularly field incoming queries when there is a CMO change at one of these clients or when the client
is the subject of merger and acquisition activity, both of which could possibly lead to a change in the status of our relationship
with the client. Investors also closely monitor the trade press to track client wins and losses. As an example, when 72andSunny
lost Samsung as a client during 2016, investors were interested in understanding the impact on revenue to the total Company, not
at the agency level.

Performance in client industry verticals
are also a key area of focus. Investors are keenly interested in knowing how much revenue exposure the Company has to industry
verticals that are undergoing significant disruption from technology and emerging competition, as well as what the revenue trends
are in aggregate for clients within those verticals. For example, there is currently intense investor interest in the consumer-packaged
goods (CPG) industry. Retail, financial services and travel are also closely monitored.

When considering the intense focus of the
investor and analyst community on consolidated results, revenue by geography, and performance in client industry verticals, fluctuations
in Margins at the Partner Firm level would not provide worthwhile insight into the results and future prospects of MDC, and therefore
the value of an investor’s investment. As such, we believe a reasonable investor in our industry would tolerate fluctuations
in historical Margins when considering the economic similarities of the Partner Firms within the Company’s network, and would
focus on the future prospects of those agencies as a portfolio. That being said, we believe some level of aggregation below the
consolidated level would be worthwhile and consistent with the objectives and principles of ASC 280. As such, we fully evaluated
both historical performance and future prospects at the Partner Firm level which is discussed in detail in this memorandum.

MDC considered the following excerpt from
ASC 280 (280-10-55-7A):

Paragraph 280-10-50-11 states
that operating segments are considered to be similar if they can be expected to have essentially the same future prospects. Therefore,
the similarity of the economic characteristics should be evaluated based on future prospects and not necessarily on the current
indicators only. In other words, if the segments do not currently have similar gross margins and sales trends but the economic
characteristics and the other five criteria are met and the segments are expected to again have similar long-term average gross
margins and sales trends, the two segments may be aggregated.

In analyzing quantitative similarities
in the context of the “long-term average gross margin” guidance above , the Company used a ten-year period to evaluate
average performance. This timeframe allows for periods of contraction and expansion in an agencies performance and acknowledges
the volatility which is customary in MDC’s industry. As mentioned in Ms Shah’s remarks noted earlier in this memorandum,
historical performance is more heavily weighted in the aggregation analysis than expected future results, therefore the Company
utilized an average of the historical nine-year period plus budgeted results for 2017, incorporating each segment’s future
prospects as part of this analysis. For those agencies which were acquired or formed more recently than nine years, we utilized
the earliest period available as the starting point for the average.

[The Company is
providing to the Staff additional information on a confidential and supplemental basis pursuant
to 17 CFR 200.83 in a separate letter dated today.]

In addition to the quantitative, we also considered the following qualitative characteristics
in our analysis:

 · Direct competition for assignments including
head-to-head situations (examples referenced in Appendix A to this memorandum);

 · Shifting of business between Partner Firms;

 · Competition for the same talent/movement
of talent between Partner Firms;

 · Geographic reach and focus;

 · Nature of service offerings and means
of distribution; and

 · Consistent regulatory/self-regulation
environment.

As further dis

CORRESP
1
filename1.htm

July 14, 2017

Via
Edgar

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
8K Filed April 26, 2017

SEC
Correspondence Dated June 14, 2017

File
No. 001-13718

Dear
Mr. Spirgel and Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the “Commission”,
or “SEC”), which was set forth in your letter dated June 14, 2017 regarding the Company's above-referenced filings.

*       *       *       *       *

Form
10-K for Fiscal Year Ended December 31, 2016

Ownership
Information, page 2

 1. Please disclose your ownership percentage in each of the listed entities.

The Company does not
believe that disclosure of the underlying ownership percentage of listed entities is required pursuant to Regulation S-K or other
applicable rules and regulations, and this information would not be meaningful to investors. However, if the Commission disagrees
and believes this information is required disclosure, then the Company will disclose the applicable ownership percentages in its
future SEC filings.

Item
1B. Unresolved Staff Comments, page 11

 2. In light of our open review of the Company’s 2015 Form 10-K which
began on May 18, 2016, it is unclear why you indicated there were no unresolved staff comments. Please revise to highlight this
continuing review.

At the time of the
filing of the Company’s 2016 Form 10-K, the Company assessed if the remaining unresolved staff comments were “material”,
and determined at that time disclosure was not required given there was no impact or any changes to the Company’s financial
statements as the Company believed in the merits of its responses to the unresolved staff comments. However, the Company will highlight
any continuing review in its June 30, 2017 Form 10-Q or December 31, 2017 Form 10-K, as applicable.

Management’s
Discussion and Analysis, page 17

 3. Please revise to provide more robust disclosure regarding your long-term
liquidity and resources beyond the next twelve months, particularly in light of your negative cash flow for the last two fiscal
years.

MDC has
historically been able to maintain and expand its business using cash generated from operating activities, funds available under
its credit agreement, and other initiatives, such as obtaining additional debt and equity financing. The Company’s obligations
extending beyond twelve months primarily consist of deferred acquisition payments, capital expenditures, scheduled lease obligation
payments, and interest payments on borrowings under the credit agreement and the Company’s 6.50% Senior Notes due 2024.

Based on
our current outlook, we believe future cash flows from operations, together with our existing cash balance and availability of
funds under the Company’s credit agreement, will be sufficient to meet our anticipated cash needs for the foreseeable future.

Our ability
to make scheduled deferred acquisition payments, principal and interest payments, to refinance our indebtedness or to fund planned
capital expenditures will depend on future performance, which is subject to general economic conditions, the competitive environment
and other factors, including those which we describe in the “Risk Factors” section of the Company’s Form 10-K.

The Company
will provide more detailed disclosure regarding the Company’s long-term liquidity and resources beyond the next twelve months
in future SEC filings.

Advertising
and Communications Group, page 21

The
components of the change in review…, page 22

 4. Refer to footnote 1 for “Revenue from acquisitions (dispositions),
net. It appears that Non-GAAP Acquisitions (Dispositions), net should be reconciled to its corresponding GAAP measure, revenues
from companies acquired in 2016 ($39.6 million which is reported in Note 4 of the financial statements), net of 2016 dispositions
(measured under GAAP). Revenues of $11.5 million from 2015 acquisitions, net of dispositions should be a separate line-item adjustment,
supported by a footnote which identifies the GAAP amounts included therein. Please advise or revise.

“Revenue from acquisitions
(dispositions), net” for the year ended December 31, 2016 included GAAP revenue of $11.5 million from 2015 acquisitions and
GAAP revenue of $39.6 million from 2016 acquisitions, totaling $51.1 million. As noted, GAAP revenue from current year (2016) acquisitions
was supported by Note 4 of the financial statements. We will begin providing a similar disclosure within the footnotes for GAAP
revenue from prior year (2015) acquisitions, as applicable. Rather than including a line item referred to as “Revenue from
acquisitions (dispositions), net” in the table included within Item 7, we will include a separate line item adjustment for
GAAP revenue from current year acquisitions and GAAP revenue from prior year acquisitions. For purposes of the Form 10-K for the
year ended December 31, 2016, the “Revenue from acquisitions (dispositions), net” line item would be replaced with
“GAAP revenue from 2016 acquisitions” and “GAAP revenue from 2015 acquisitions.” We will make similar changes
in Item 2 of future Form 10-Q filings.

Revenue
Recognition, page 64

 5. We note on page 8 that certain of your agencies produce software and
e-commerce tools for their clients. Tell us and disclose your policy for recognizing revenue from these arrangements, if material.

Although not a significant portion
of our business, some of the Company’s partner firms, primarily in the “all other” segment, earn a fixed fee
to develop customized mobile applications (“Apps”) for customers. In future filings on Form 10-K and Form 10-Q, we
will begin to include the following disclosure relating to these arrangements in the Significant Accounting Policies footnote:

For
arrangements with customers for which the Company earns a fixed fee for development of customized mobile applications (“Apps”),
revenue is recognized in accordance with the accounting guidance contained in ASC 605-35 and is primarily recognized using the
proportional performance method of accounting. Performance is generally measured based upon the efforts incurred to date in relation
to total estimated efforts to the completion of the contract.

14.
Segment Information, page 84

 6. Refer to your correspondence letters dated October 31, 2016, January
23, 2017 and March 23, 2017. We do not believe the company’s current aggregation approach is consistent with the overall
objectives of ASC 280-10-10-1 or is based on economic similarities consistent with the qualitative factors in ASC 280-10-50-11.
Please further advise us or revise.

As previously discussed with the Staff,
the Company continues to strongly believe that our current aggregation approach is consistent with the overall objectives of ASC
280-10-10-1 and the guidance on economic similarities set forth under ASC 280-10-50-11.

MDC is a partnership of marketing communications
and consulting companies (“Partner Firms” or “Firms”), with each Firm representing an operating segment.
At the root of our belief that our current aggregation approach is appropriate is that, when stripping down the nature of our service
offering to its most basic level, it is entirely consistent across all Partner Firms within the Reportable segment – all
of our Partner Firms provide marketing consulting to our clients, and go-to-market with a similar basic offering. The Firms tap
into the same budgets allocated by the same clients within the client organizations. They present solutions aimed to solve our
clients’ business problems through marketing communications, regardless of the industry or geography in which the client
operates. The ultimate execution to solve the problem is custom and will be based on the insights derived by the Firm based on
the information at hand and could include executions across multiple disciplines, irrespective of the nomenclature that identifies
the lead service offering of each Firm. That lead offering is based on the legacy of the Company’s industry and not the way
the business has evolved.

Over time, and accelerating over the last
several years, the marketing landscape has changed dramatically such that companies that may have historically been called advertising
agencies now provide broader marketing communications, including content creation, management of brands in the press and on social
media, and the planning and placement of advertisements in media. Companies that have historically been called public relations
(“PR”) agencies now not only provide management of brands in the press and across social media, but also the development
of content to drive strategies to influence consumers, and the placement of that content in media. Companies that have historically
been identified as media agencies now also manage brand presence across social media as well as develop content that competes directly
with similar offerings among creative and PR agencies. Due to the convergence in the industry, a client who traditionally utilized
multiple agencies to solve its business problems, is now able to utilize a single agency. The Partner Firms in the Reportable segment
have responded to this industry trend and now utilize increasingly similar methods to service their clients, regardless of the
lead offering for which they may be identified.

All Partner Firms in the Reportable segment
are service companies based on people with similar skill sets providing outsourced marketing consulting. They charge similar fees
for their services based on the people required to provide the services, and have similar target margins for their businesses.
While a Firm may use its lead service offering to position themselves to win new business, we believe that the nature of the solutions
they provide to clients are ultimately similar. Further, the Company’s management does not utilize the lead service offering
in its approach to managing its business due to the economic similarities of the Firms.

Our understanding based on the guidance
included in ASC 280 is that the Company should be reporting its segments with the goal of providing investors greater visibility
into the different types of business activities in which the Company engages and the different economic environments in which
it operates, so investors can make informed decisions regarding the Company. The Company believes it achieves this goal based
on its current disclosure, however, based on previous correspondence with the Staff, the Company considered alternatives.

Reflecting segments by aggregating Partner
Firms with similar lead service offerings would not just ignore but be counter to the undeniable trend towards convergence in the
Company’s industry, and contradict previous messaging included in investor communications. Further, an investor may incorrectly
interpret this presentation to imply that total revenue assigned to each reportable segment would include all and only revenue
from the lead service offering. For example, total revenue from service offerings provided by those Firms which are outside of
the lead service offering would be included. At the same time, revenue from other Firms which provide such services, but are using
a different lead service offering, would not be reflected. As such, aggregation by lead service offering would not be beneficial
to investors. The Company does not track revenue by service offering.

Reflecting segments by aggregating Partner
Firms by geographic region or country was also considered, however, the Company does not segregate Firms based on the location
of customers, nor does the Company manage or allocate resources to the Firms based on geography. Therefore, the Company believes
that presenting results in this manner would not be beneficial to investors.

Lastly, we believe that one of the primary
objectives of ASC 280 is to provide insight into the dynamics of how the chief operating decision maker (“CODM”) makes
decisions, and how management operates the business. As noted in the Company’s letter to the Commission dated June 15, 2016,
the CODM does not analyze or allocate resources by lead service offering or geographic region, thus segment reporting based on
such, would not be appropriate.

In summary, the Company believes that
aggregation of Partner Firms using an alternative method would not be beneficial to an investor’s understanding of our business’
performance and its prospects for future cash flows. Furthermore, such presentation would be contradictory to how the CODM and
management operates the business. We encourage the Commission to reconsider its position on this matter as we believe our current
segment reporting is consistent with the objectives and factors detailed in ASC 280.

Form
8K Filed April 27, 2017

Exhibit
99.1

Non-GAAP
Financial Measures, page 3

 7. Since you disclose that organic revenue growth (decline) is a non-GAAP
measure, and prominently report it in your earnings release, please reconcile it to the Total Revenue growth, its most comparable
GAAP measure. Refer to Instruction 2 for Item 2.02 of the Form 8-K.

We have historically included
such a reconciliation within the Investor Presentation filed as Exhibit 99.2 in Form 8-Ks including the Company’s earnings
releases, and similar information within Item 7 and Item 2 of the Company’s Form 10-K and Form 10-Q filings, respectively.
In response to the Staff’s comment, we will include such reconciliations within our earnings releases on a prospective basis.
For illustrative purposes, we would have included the following reconciliation tables related performance for the three months
ended March 31, 2017 with respect to our first quarter earnings release:

    For the
 Three Months
 Ended
 March 31, 2017

    GAAP Revenue growth
      11.5 %

    Impact of Non-GAAP acquisitions (dispositions), net
      (6.6 %)

    Foreign exchange impact, net
      0.6 %

    Organic revenue growth (decline)(1)
      5.6 %

 (1) Organic revenue growth (decline) may not add due to rounding

    For the
 Three Months
 Ended
 March 31, 2017

    GAAP revenue from 2016 acquisitions
    $ 18.6

    Foreign exchange impact
      1.0

    Contribution to organic revenue (growth) decline (1)
      1.5

    Prior year revenue from dispositions
      (0.7 )

    Non-GAAP acquisitions (dispositions), net
    $ 20.4

 (1) Contributions to organic revenue growth (decline) represents
the change in revenue, measured on a constant currency basis, relative to the comparable pre-acquisition period for acquired businesses
that is included in the Company’s organic revenue growth (decline) calculation.

*       *       *       *       *

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

    Very truly yours,

    /s/ Scott L. Kauffman

    Scott L. Kauffman

    Chairman and Chief Executive Officer

    cc:
    Kathryn Jacobson, Senior Staff Accountant

    Robert S. Littlepage, Accounting Branch Chief

    Carlos Pacho, Senior Assistant Chief Accountant

    David Doft, Chief Financial 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.

    Rise Norman (Simpson Thacher & Bartlett LLP)

    Robert Trinchetto, BDO USA, LLP

Mail Stop 3720

June 14 , 201 7

Scott L. Kauffman
Chairman  and Chief Executive Officer
MDC Partners, Inc.
745 Fifth Avenue
New York, New York  10151

Re: MDC Partners, Inc.
 Form 10-K for Fiscal Year Ended June 30 , 201 6
Filed March 1, 2017
Form 8 -K Filed April 27, 2017
File No. 001-13718

Dear Mr. Kaufmann :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information  so we may better understand your
disclosure.

Please respond to these comments within ten business days by amending your filing or by
advising us as soon as possible when you will respond.  If you do not believe our comments
apply to your facts and circu mstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

Ownership Information, page 2

1. Please disclose your ownership percent age in each of the listed entities.

Item 1B. Unresolved Staff Comments, page 11

2. In light of our open review of the Company’s 2015 Form 10 -K which began on May 18,
2016, it is unclear why you indicated there were no unresolved staff comments.  Please
revise to highlight this continuing review.

Scott L. Kauffman
MDC Partners, Inc.
June 14 , 2017
Page 2

 Management ’s Discussion and Analysis, page 17

3. Please revise to provide more robust disclosure regarding your long -term liquidity and
resources beyond the next twelve months, particularly in light of your negative cash flow
for the last two fiscal years.

Advertising and Communications Group, page 21
The components of the change in revenue …, page 22

4. Refer to footnote 1 for “Revenue from acquisitions (dispositions), net.   It appears that
Non-GAAP  Acquisitions (Dispositions), net should be reconciled to its corresponding
GAAP measure, revenues from com panies acquired in 2016 ($39.6 million which is
reported in Note 4 of the financial statements), net of 2016 dispositions (measured under
GAAP).   Revenues of $11.5 million from 2015 acquisitions, net of dispositions should be
a separate line -item adjustmen t, supported by a footnote which identifies the GAAP
amounts included therein.   Please advise or revise.

Revenue Recognition, page 64

5. We note on page 8 that certain of your agencies produce software and e -commerce tools
for their clients.   Tell us and di sclose your policy for recognizing revenue from these
arrangement s, if material.

14.  Segment Information,  page 84

6. Refer to your correspondence letters dated October 31, 2016, January 23, 2017, and
March 23, 2017.  We do not believe the company’s current aggregation approach is
consistent with the overall objectives of ASC 280 -10-10-1 or is based on economic
similariti es consistent with the qualitative factors in ASC 280 -10-50-11.  Please further
advise us or revise.

Form 8 -K Filed April 27, 2017
Exhibit 99.1

Non-GAAP Financial Measures, page 3

7. Since you disclose that organic revenue growth (decline) is a non -GAAP measure, and
prominently report it in your earnings release, please reconcile it to Total Revenue
growth, its most comparable GAAP measure.   Refer to Instruction 2 for Item 2.02 of the
Form 8 -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Scott L. Kauffman
MDC Partners, Inc.
June 14 , 2017
Page 3

 You may contact Kathryn Jacobson , Senior  Staff Accountant , at (202) 551 -3365, or
Robert  S. Littlepage, A ccountant  Branch Chief , at (202) 551 -3361 if you have any questions
regarding comments on the financial statements and related matters.   Please contact  Gregory
Dundas, Attorney -Advisor, at (202) 551 -3436  or me at  (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

CORRESP
1
filename1.htm

March
17, 2017

Via
Edgar

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, 2015

Filed
February 26, 2016

Form
10-Q for Fiscal Quarter Ended September 30, 2016

Filed
November 8, 2016

SEC Response
Dated February 28, 2017

File
No. 001-13718

Dear
Mr. Spirgel and Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the “Commission”,
or “SEC”), which was set forth in your letter dated February 28, 2017 regarding the Company's above-referenced filing.

*       *       *       *       *

Form
10-K for Fiscal Year Ended December 31, 2015

14.
Segment Information, page 75

Form
10-Q for Fiscal Quarter Ended September 30, 2016

11.
Segment Information, page 23

 1. Please provide us with a paragraph description of
the service offerings of each partner firm and indicate whether it participates in the US, Canada, Europe and/or other markets.
In addition, please provide the amount of revenue and profitability associated with each significant service offering by each
partner firm and the percent of total revenues each significant service offering represents for each partner firm. If the profitability
amount associated with each significant service offering for each partner firm is not tracked or available, then please state
that this is the case for each firm.

Below
is a paragraph description of each of the Company’s partner firms, including commentary on the breadth of significant services
offered and geographic market focus. We use terms such as “integrated” to describe an agency that offers the widest
breadth of services, “full-service” to indicate that the services also offered includes media buying & planning,
and “global” to indicate that the agency executes work for clients for distribution across multiple geographic markets
regardless of whether it has office locations in those markets. Please note that each of our partner firms manages their individual
client relationships and their overall business to a single P&L regardless of the services offered to its clients. Therefore,
the amount and percent of revenue and profitability associated with each service offering is not tracked nor is it available.

Reportable Segment

72andSunny is a global integrated agency with
broad capabilities including advertising, branding, design, experiential, brand citizenship, digital & social media, influencer
marketing, public relations and Hispanic marketing. The firm serves some of the world's most iconic brands from offices in Los
Angeles, Amsterdam, New York and Sydney.

Allison+Partners is a global full-service public
relations agency, with services including media relations, corporate & crisis communications, influencer marketing & social
media, research, public affairs, experiential, content & brand development, and digital. Allison operates out of ~25 locations
in nine countries around the globe, serving clients of all sizes in a diverse group of industry sectors.

Anomaly is a global integrated agency with
broad capabilities including advertising, strategy, innovation, branding, design, digital, mobile, social, and content. Emerging
and fast-growing capabilities for Anomaly include data analytics and Hispanic marketing. Anomaly serves blue chip clients around
the globe out of six offices in the U.S., Canada, Europe and Asia.

Colle + McVoy is a full-service agency with
broad capabilities spanning advertising, branding, design, innovation, mobile, social, experiential, strategy, data analytics,
public relations, and media planning & buying. The agency operates out of a single location in Minneapolis and serves largely
domestic clients.

Concentric is an integrated agency with a focus
on clients in the healthcare industry. Broad capabilities also include strategy, product launch, advertising, digital, social media,
mobile, technology and sales simulators. The agency serves some of the world's largest pharmaceutical companies from two locations
in New York City and London. Concentric was initially presented under the Other segment in the materials provided in the letter
dated October 2016. When the Company finalized the segment reporting, it determined that Concentric was better aligned with other
Partner Firms under the Reportable Segment.

CP+B is a global full-service agency with broad
capabilities including advertising, innovation & design, strategic & brand planning, social media, analytics, user experience,
shopper marketing, experiential, production, public relations and media planning & buying. CP+B is MDC's most global business
operating out of 10 offices across the U.S., Europe, Asia and South America, and serves a diverse range of global and regional
clients.

Doner is an integrated agency with broad capabilities
including advertising, strategic design, content experience, production, social media, mobile, analytics, and Hispanic marketing.
Historically, media buying & planning was one of the agency's service offerings, until 2015 when that business was separated
and combined into MDC's scaled media agency Assembly. Doner now partners with Assembly on clients where media buying & planning
is required. Based in Detroit with other large offices in Los Angeles, Cleveland and London, Doner serves a range of marketers
including some of the world's largest automotive and food companies, as well as smaller regional clients in the U.S. and UK.

Forsman & Bodenfors is a full-service agency
providing advertising, corporate identify & design, retail activation, retail strategy & design, and production. Based
in Sweden, F&B is expanding internationally into Europe, North America and Asia, to serve global clients in these markets in
addition to its existing global and regional clients that it serves in its home market in Sweden and across Europe.

HL Group is a public relations agency with
a focus on the fashion and lifestyle sectors, and services other industry verticals such as consumer. The core service offering
includes public and media relations, events, influencer marketing, social media, experiential, with emerging capabilities in data/analytics,
digital and content. HL presently primarily operates in the U.S. for well-known national brands, and has current strategic initiatives
to expand into the UK and Asia.

Hunter PR is a consumer public relations agency
with a focus on clients in the food, beverage, health and consumer categories. Services include public and media relations, social
& digital media, influencer marketing, cause marketing, insights & analytics, events, experiential, sponsorship, and social
media buying. Hunter operates in the U.S. and the UK serving multi-national marketers.

KBS is a full-service agency with capabilities
spanning advertising, innovation, social, digital, technology, content, CRM, public relations, and media buying & planning.
KBS has offices in the U.S., Canada, UK and Asia and primarily services national clients.

Kwittken is a public relations agency with
a focus on B2B and technology companies. Their diverse range of services includes media relations, analyst relations, corporate
positioning, executive visibility, issues and crisis management, media presentation & training, influencer engagement and social/content
marketing expertise. Kwittken operates in the U.S., Canada and the UK.

Laird+Partners is a full-service advertising
agency with strong category expertise in fashion and luxury lifestyle, in addition to clients in most other industry verticals.
Based in New York City, Laird offers diverse services including brand consulting, advertising, social media, digital, corporate
identity, and packaging. Laird is presently focused on expanding its capabilities in content and public relations, with near-term
expansion into London to be able to service the pan-European market.

MDC Media Partners comprises MDC's network
of media buying & planning agencies including the scaled integrated platform Assembly, which provides media buying & planning,
influencer marketing, content, insights & analytics, and strategy, as well as specialist companies serving out-of-home, paid
search, social media, lead generation, programmatic, artificial intelligence, and corporate barter. MDC Media Partners operates
primarily in North America.

Mono is an integrated agency offering advertising,
content production, public relations & communications planning strategy, experiential and digital. Headquartered in Minneapolis
with an additional office in San Francisco, Mono primarily executes in the U.S. for clients including some of the largest national
and multi-national companies.

Sloane & Company is a strategic communications
agency focusing on corporate and financial public and media relations, investor relations, issues management and crisis communications,
social media & digital communications, transaction support, public affairs, and shareholder activism & proxy contests.
Sloane is based in New York and primarily serves U.S.-based companies.

Union is an integrated agency whose services
include advertising, integrated marketing solutions, digital, and media buying & planning. Union operates in Canada, serving
a combination of local clients as well as multi-national clients targeting a Canadian market through collaboration with some of
MDC Partners' U.S.-based agencies.

Veritas is a highly creative public relations
firm with top tier accounts and a full-integrated service offering spanning influence, social, crisis, events, experiential and
media relations. Veritas operates primarily in Canada.

Vitro is a full-service agency offering services
including creative, design, digital strategy & integration, events, experiential, media planning & buying, business strategy,
public relations, social media, research, analytics, retail & promotions marketing, and mobile marketing. Based in San Diego
with an additional office in Austin, TX, Vitro works with global brands primarily for their domestic executions.

Yamamoto is a full-service integrated agency
that deploys a strategy-first approach to serve local and international clients. Their diverse range of services includes advertising,
design, experiential marketing, public relations, content creation, digital engagement, promotions, analytics, and media buying
& planning. Based in Minneapolis, Yamamoto largely serves clients in the U.S.

Other

6Degrees is a marketing agency specializing
in shopper marketing, trade marketing, digital, website, and experiential marketing. Operating out of a single office in Toronto,
6 Degrees serves large marketers with particular expertise in consumer packaged goods.

Bruce Mau Design is a multi-disciplinary brand
design firm specializing in environmental design, corporate branding and identify, and package design. Bruce Mau works on projects
with a diverse range of clients on a global basis, including large corporations and start-ups as well as cultural organizations,
architects, and governments. Bruce Mau serves clients in North America.

Bryan Mills – MDC exited this business
in September 2016.

Civilian is a content, digital and performance
marketing agency specializing in direct response TV, digital/web, and video production. Civilian works with clients in North America
with a core focus in cause related marketing.

Gale Partners is a global digital marketing
agency that brings together strategy, creativity, and technology to deliver impactful experiences for brands. The agency specializes
in analytics, customer insights, social media strategy, creative design, content creation, and technology realization. With offices
in Toronto, New York and Bangalore, Gale serves marketers around the globe.

Hello Design is a creative digital agency specializing
in digital strategy & design, and website and app development. Hello works with a diverse range of clients on modest sized
engagements out of a single office in Los Angeles primarily serving U.S. clients.

Kenna is a marketing agency delivering a range
of customer experience management services including customer insights, demand generation, lead management, consumer journey, and
sales enablement. Kenna has offices in Toronto and services the North American market. Kenna was previously a component business
of KBS. As of January 1, 2017 the Company extracted Kenna from the KBS business in order to provide additional visibility to the
CODM. As a standalone Partner firm, Kenna did not meet the aggregation criteria required to be included in the Reportable segment,
thus, Kenna will be reported in with the other firms that did not meet this criteria in the “all other” segment. Accordingly,
the Company will be restating the segment reporting for Q1 2017 to reflect this segment change.

Kingsdale Adivsors is a strategic communications
firm specializing in proxy solicitation, information agent, strategic & defensive advisory, asset reclamation, depository,
corporate governance, corporate communications, and shareholder identification. Kingsdale primarily operates in North America.

Luntz Global is a strategic communications
agency that specializes in market research-based messaging consulting. Luntz serves diverse clients on a project basis on a global
basis. There is little recurring revenue as much of the client work is delivered on a project basis.

Northstar Research Partners is a "global
boutique" research, analytics and insights consultancy, delivering a range of custom qualitative and quantitative studies,
with services across both consumer and business-to-business channels. Northstar works with large brands on a global basis from
four offices located in Toronto, London, New York and Indonesia.

Redscout is a brand strategy & innovation
agency that helps marketers invent, prototype and commercialize new products, services and experiences. Redscout executes projecs
for regional and global marketers out of locations in New York City and London.

Relevent is an experiential marketing agency
that helps clients build brand affinity and value through lifestyle, entertainment and relationship marketing programs. Relevent
serves large regional and international brands on experiential activations concentrated in North America.

Rumble Fox is a digital agency focused on consultancy,
design and development. The agency primarily serves clients in the U.S.

Source Marketing provides a suite of consumer
experience marketing services designed to help marketers acquire and leverage customer data for competitive advantage, including
database development, predictive modeling, segmentation, data/list enhancement, research design and CRM/eCRM program design. The
range of executions spans events, partnerships, sponsorships, retail, ecommerce and trade. Source works on projects with large
regional and multi-national marketers primarily in the U.S.

Team Enterprises is an experiential marketing
agency that specializes in dynamic live experiences and events across multiple channels. Team executes strategies and activations
primarily in North America out of its Ft. Lauderdale location.

Y Media Labs is a global mobile interactive
agency specializing in providing end-to-end "mobile-first" solutions in strategy, design and application development.
Operating out of three locations in the U.S. and India, YML executes projects for blue chip multi-national clients on a global
basis.

 2. We understand that firms are distinguished by their
primary service offerings. Do the firms change their primary service offering? If so, please provide us a three year depiction
of which firms have changed by year, by primary service offering, and indicate what their prior primary service offering was.
Provide to us the aggregate impact th

Mail Stop 3720

February 28, 2017

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
 Filed February 26, 2016
 Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Filed November 8, 2016
 Response dated  January 23, 2017
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your January 23, 2017  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing t he requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our December
16, 2016  letter.

Form 10 -K for Fiscal  Year Ended December 31, 2015
14.  Segment Information, page 75

Form 10 -Q for Fiscal Quarter Ended Sept ember 30, 2016
11. Segment Information, page 23

1. Please provide us with a paragraph description of the service offerings of each partner
firm and indicate whether it participates in US, Canada, Europe and/or other markets.   In
addition, please provide the amount of revenue and profitability associated w ith each

Mr. David Doft
MDC Partners Inc.
February 28, 2017
Page 2

 significant service offering by each partner firm and the percent of total revenues each
significant service offering represents for each partner firm.  If the profitability amount
associated with each significant service offering for each partner  firm is not tracked or
available, then please state that this is the case for each firm.

2. We understand that firms are distinguished by their primary service offerings.  Do the
firms change their primary service offering?   If so, please provide us a thr ee year
depiction of which firms have changed by year, by primary service offering, and indicate
what their prior primary service offering was.  Provide to us the aggregate impact the
change in primary service would have on the total population of partner firms that offered
the same primary service, including as a percent of revenue, profitability, and total assets.
This includes the impact on the population of partner firms that shared the prior primary
service as well as the population of partner firms t hat share the same newly designated
primary service offering.

3. In addition, please clarify for us whether or not there are changes to which firms the
managing directors oversee and tell us how often those changes are made.   Please provide
us the actual changes in the last three years, including the name of the partner firm and
the former managing director, along with the managing director to which the partner firm
was changed in the given year.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

January
23, 2017

Via
Edgar

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, 2015

Filed
February 26, 2016

SEC Response
Dated October 5, 2016

File
No. 001-13718

Dear Mr. Spirgel and Mr. Littlepage:

Set forth below
is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the “Commission”,
or “SEC”), which was set forth in your letter dated December 16, 2016 regarding the Company's above-referenced filing.

*       *       *       *       *

Form 10-K for Fiscal Year Ended December 31,
2015

14. Segment Information, page 75

 1. We have reviewed your
response to comment three and are unable to clearly determine how you concluded that the individual firms (operating segments)
grouped within the advertising and communications reportable segment are economically similar. ASC 280- 10-50-11 requires that
“two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the
objective and principles of subtopic ASC 280-10-10-1, if the segments have similar economic characteristics and
if the segments are similar in all the following areas: nature of products and services; the nature of production processes; the
type and class of customers; the methods used to distribute products and services; and the regulatory environment. While we do
not expect to have a view that each firm is its own reportable segment because historical gross margins vary between firms, we
need a sufficient basis to not object to your aggregation of operating segments. Your explanations attempting to reconcile gross
margin and EBITDA dissimilarities generally describe the costs of each operating segment as being the differentiating factor that
will ultimately adjust in future periods so that long-term gross margins are more similar. However the revenue impact on gross
margins is not sufficiently addressed as well as other qualitative factors in ASC 280-10-50-11. Please address the following:

 a. Are we to understand that all the firms in the reportable segment serve the same customers
in the same markets worldwide or is there some customer or service offering unique to some or all of the firms? If firms serve
the same markets, should the margins be the same across the firms? For example, are customers making distinctions by firm brand,
reputation, product quality or other characteristics so that one firm can demand a higher premium for its services than another?

 b. If firms are not serving the same markets, please provide us a description of the unique
markets and how they are segmented. For example, do firms serve different types of customers based on size, industry, niche, geography
or some other stratification?

 c. Please demonstrate and explain for us how integrated advertising, media
specialty, and public relations result in economically similar products and services, including margins, product and service delivery
and types of customers.

 d. Since media specialty is a new business, tell us how you determined that it will have the
same long-term economic margin as your traditional advertising businesses.

The
Partner Firms are marketing service providers. As discussed in our October 31, 2016 response, EBITDA margin is a key performance
metric our CODM uses to assess performance of and allocate resources to the Partner Firms.

The
costs at the Partner Firms are similar across all Partner Firms and are significant to the margins. The principal costs are variable
(i.e., people/facilities) and the Company manages the costs at each Partner Firm in response to changes in performance resulting,
for example, from client wins/losses.

The
Partner Firms provide a range of service offerings, which in some cases are the same or similar service offerings. The core or
principal service offerings are among the factors that distinguish the Partner Firms from each other, although no Partner Firm
manages its business around the service offerings. The manner in which the services are provided is generally consistent across
the Partner Firms and this is not a factor that distinguishes the Partner Firms from each other.

The
core or principal service offerings provided by the Partner Firms in the Reportable Segment relate principally to advertising,
public relations (PR), and media services. Examples of these service offerings include the following:

    Advertising
    Public Relations
    Media

    Advertising and Marketing Services
    Consumer Media Relations
    Media Planning, Buying and Investment

    Digital, Mobile and Social Media
    Digital, Mobile, and Social Media
    Digital, Mobile & Social Media

    Content Creation and Marketing
    Content Creation and Marketing

        Content Creation

    Insights & Analytics
    Insights & Analytics
    Insights, Analytics & Market Research

    Communications Strategy
    Corporate Communications
    Communications Strategy & Planning

    Branding & Design
    Crisis / Issue Management
    Advertising Technology

    Experiential & Promotions
    Experiential Marketing

    Production
    Production

    Influencer Marketing
    Influencer Marketing

    Consumer Media Relations

    Media Planning, Buying and Investment

As indicated, these core or principal service
offerings are similar and/or complementary in many respects and the Partner Firms that provide these service offerings both compete
and/or collaborate with each other for new business. For example, the integrated advertising agencies provide some media services
and compete/collaborate with the media agencies for new business. Similarly, the PR firms and media agencies provide content creation
and social media marketing services and compete/collaborate with the integrated advertising agencies for new business.

The clients that acquire these service offerings
differ with respect to geography, industry specialization, and size. However, no Partner Firm provides service offerings specific
to clients in any specific geography, industry, or of specific size and no Partner Firm manages its business along these lines.
Further, the concentration of clients in any specific geography, industry, or of specific size at individual Partner Firms at any
particular point in time will change over time (for example, with client wins/losses) and over the long term this does not result
in significant differences in the performance of individual Partner Firms relative to other Partner Firms.

Individual Partner Firms differ to varying
degrees with respect to branding, size, market positioning, and other factors and these differences may provide some Partner Firms
a competitive advantage (or disadvantage) relative to other Partner Firms. However, the marketing services industry is a competitive
industry. The effect of these differences on revenue and margins have a tendency to normalize over the long term (for example,
due to competition for talent and/or business and the need for additional investment to support the related revenue growth) and
these differences do not result in significant differences in the performance of individual Partner Firms relative to other Partner
Firms.

Management’s judgment is that overall
the Partner Firms in the Reportable Segment are economically similar. The long-term expected margins at the Partner Firms track
relatively closely over time as presented in the October 31, 2016 response Further, the Partner Firms are similar with respect
to the nature of the services they provide, the manner in which they provide the services, and the clients that acquire the services.
These services are the core or primary services that are significant to the Company’s performance and disclosure about the
performance of these Partner Firms as a group provides investors with information needed to assess the Company’s performance
and prospects for future net cash flows.

At this point, the media
business is economically similar to the other Partner Firms.  The historical margins at the media specialist agencies
tracked relatively closely to the other Partner Firms before they were merged into a single media business and based on the
performance of these agencies as a single media business this trending is expected to continue.  Further, the service
offerings and clients that acquire these service offerings are similar across other of the Partner Firms.  As indicated
in the table above, some of the advertising Partner Firms also provide media services as part of their integrated service
offering that they provide to their clients, thus reinforcing the similarity of economic characteristics between the media and
advertising Partner Firms.  Given these similarities, the media business is expected to have the same future prospects
as the other Partner Firms such that separate disclosure will not add significantly to an investor’s understanding of
the Company’s performance and prospects for future net cash flows.  However, the media business is evolving and
the Company is monitoring the media business for changes that could set the media business apart from the other Partner Firms
and indicate the need for a separate Reportable Segment to provide separate disclosure.

 2. You have described eighteen of the operating segments
that you have aggregated by their distinction as “comprehensive array of marketing and communication service for clients
both domestically and globally and are comprised of integrated advertising and media specialist agencies as well as public relations
firm.” However, you have identified a “Primary Discipline” for each of these firms as Advertising, Media, or
PR. Additionally, it appears that some entities in the “other” category could also have some or similar attributes.
Furthermore, it is not clear how your aggregation is consistent with the principle of ASC 280 because it is unclear how the bifurcation
between the reportable segment and other partner firms helps users to better understand the public entity performance, assess
prospects of future net cash flows and make more informed judgments. Please provide us either with some other aggregation basis
that meets these objectives or provide an adequate analysis of how your aggregation in the reportable segment and other category
meets these objectives. Please clarify how your assessment of Primary Discipline is considered in your analysis and provide support
for your analysis.

The principal service offerings provided by
the Partner Firms in the Other Segment vary. The service offerings include some that relate to advertising, PR, and media services
but these service offerings are not the Company’s core or primary service offerings. Rather, these specialized service offerings
generally are complementary and are provided to round out the service offerings. Many of these service offerings are project-based
with a high level of billable expenses and thus pass-thru revenue, which has a direct impact on margins. In addition, there are
some areas of specialization and pricing that lead to a more targeted client base (for example, shareholder proxy services, mobile
strategy and development, and rapid and complex activations). Performance and long-term growth prospects, therefore, are different
for these Partner Firms than for the Partner Firms in the Reportable Segment and at this point, there is no individual Partner
Firm or group of Partner Firms with similar economic characteristics that are significant to the Company’s performance for
which separate disclosure would aid an investor’s understanding of the Company’s performance and future prospects for
net cash flows. However, some of the Partner Firm business models are evolving and other Partner Firms are newly acquired and/or
newly formed with operations that are in the process of being integrated into the portfolio. The Company will continue to monitor
these Partner Firms for changes that could set them apart from the other Partner Firms and indicate the need for a separate Reportable
Segment to provide separate disclosures.

Form
10-Q for Fiscal Quarter Ended September 30, 2016

Three
Months Ended September 30, 2016, Compared to Three Months Ended September 30, 2015, page 38

Nine
Months Ended September 30, 2016, Compared to Nine Months Ended September 30, 2015, page 45

 3. We note your responses to comments one and two. In
order to provide greater transparency to your investors on how you define and measure organic revenue growth/ decline, please

 a. Disclose, if true, that organic revenue growth/decline,
after foreign exchange adjustments on a constant currency basis, reflects (a) any change in revenues of partner firms which you
have held throughout each of the comparable periods presented (i.e., same store sales) and (b) for acquisitions during the current
year, the revenue effect from such acquisitions as if the acquisitions had been owned during the equivalent period in the prior
year and (c) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during
that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues
for the applicable periods. Please also consider revising your disclosure on page 31.

 b. Additionally please clarify in greater detail how revenues from businesses divested during
each of the periods presented impact your calculation of organic revenue growth/decline. Please disaggregate the effect of dispositions
from acquisitions, if material. Please also consider revising your disclosure on page 31.

 c. Revise the tabular caption for “Acquisitions (Dispositions), net” to “Non-GAAP
Acquisitions (Dispositions), net” within the organic revenue growth/ decline table.

 d. Start your reconciliation of “Non-GAAP Acquisitions (Dispositions), net” with
the directly comparable GAAP measure, “Revenue from Acquisitions.”

 e. Revise the caption for “Revenue Growth (Decline), net” (within the table reconciling
Revenue from Acquisitions) to clarify its nature, with a corresponding footnote identifying its components and describing how it
was derived.

 f. Please consider revising your earnings release to comply with the above comments as applicable.

The
Company confirms that we will revise our disclosure on how we define organic revenue growth/decline to reflect each of the points
noted above.

4. As presented, organic revenue growth/ decline and the impact of acquisitions constitute non-GAAP
measures. Please revise your MD&A to provide greater prominence on explanations of change in revenue based on measures of organic
revenue and acquisition revenue calculated in accordance with GAAP.

The Company confirms that we will revise our MD&A to provide greater prominence on explanations of the change in revenue based
on measures of organic revenue and acquisition revenue calculated in accordance with GAAP.

Form
8-K filed November 3, 2016 Exhibit 99.1

Financial
Guidance, page 2

 5. We note that you omit a quantitative reconciliation
with respect to your forward looking non-GAAP guidance, but you do not provide the disclosure required when the reconciliation
is omitted. In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and
Disclosure Interpretations issued on May 17, 2016.

The
Company will provide additional disclosures required by the guidance in Question 102.10 of the updated Non-GAAP Compliance and
Disclosure Interpretations issued on May 17, 2016.

*                 *              *              *             *

Please
direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1818; fax: (212) 93

Mail Stop 3720

December 16 , 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
 Filed February 26, 2016
 Form 10 -Q for Fiscal Quarter Ended September 30, 2016
 Form 8 -K filed November 3, 2016
Response dated  October 31, 2016
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your October 31 , 2016  response to our comment letter and have the
following comments.  Please comply with the following comments in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.  In some of our
comments, we may ask you to p rovide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal  Year Ended December 31, 2015

14.  Segment Information, page 75

1. We have reviewed your response to comment three and  are unable to clearly determine
how you concluded that the individual firms (operating segments) grouped within the
advertising and communication s reportable segment are economically similar.  ASC 280 -
10-50-11 requ ires that “two or more operating  segments may be ag gregated into a single
operati ng segment if aggregation is consistent with the objective and principle s of

Mr. David Doft
MDC Partners Inc.
December 1 6, 2016
Page 2

 subtopic  ASC 280 -10-10-1,  if the segments have similar economic characteristics and if
the segments are similar in all the following areas: nature of products and services; the
nature of production processes; the type and class of customers ; the methods used to
distribute products  and services ; and the regulatory environment.  While we do not expect
to have a view that each firm is its own reportable segment because historical gross
margins vary between firms , we need a sufficient basis to not object to your aggregation
of operatin g segments.   Your explanations attempting to reconcile gross margin and
EBITDA dissimilarities generally describe the costs of each operating segment  as being
the differentiating factor that will ultimately adjust in future periods so that long -term
gross margins are more similar.  However the revenue impact on gross margins is not
sufficiently addressed as well as other qualitative factors in ASC 280 -10-50-11.  Please
address the following:

a. Are we to understand that all the firms in the reportable segment  serve the same
customers in the same markets worldwide or is there some customer or service
offering unique to some or all of  the firms?   If firms serve the same markets, should
the margins be  the same across the firms?   For example, are customers making
distinctions by firm brand, reputation, product quality or other characteristics so that
one firm can demand a higher premium for its services than another?
b. If firms are not serving the same markets , please provide us  a description  of the
unique markets and how they are segmented.   For example , do firms serve different
types of customers based on size, industry, niche, geography or some other
stratification?
c. Please demonstrate and explain for us how integrated advertising, media specialty,
and public re lations result in economically similar products and services, including
margins, product and service delivery and types of customers .
d. Since media specialty is a new business, tell us how you determined that it will have
the same long -term economic margin as your traditional advertising businesses.

2. You have described eighteen  of the operating segments that you have aggregated by their
distinction as “comprehensive array of marketing and communication service for clients
both domestically and globally and a re comprised of integrated advertising and media
specialist agencies as well as public relations firm .”  However, you have identified a
“Primary Discipline” for each of these firms as Advertising, Media, or PR.  Additionally,
it appears that some entities in the “other” category could also have some or similar
attributes.  Furthermore, it is not clear how your aggregation is consistent with the
principle of ASC 280 because it is unclear how the bifurcation between the reportable
segment and other partner fi rms helps users to better understand the public entity
performance, assess prospects of future net cash flows and make more informed
judgments.  Please provide us either with some other aggregation basis that meets these
objectives or provide an adequate a nalysis of how your aggregation in the reportable
segment and other category meets these objectives.  Please clarify how your assessment
of Primary Discipline is considered in your analysis and provide support for your
analysis.

Mr. David Doft
MDC Partners Inc.
December 1 6, 2016
Page 3

 Form 10 -Q for Fiscal  Quar ter Ended  September 30, 2016

Three Months Ended September 30, 2016, Compared to Three Months Ended September 30,
2015,  page 38

Nine Months Ended September 30, 2016, Compared to Nine Months Ended September 30, 2015 ,
page 45

3. We note your responses to co mments one and two.  In order to provide greater
transparency to your investors on how you define and measure organic revenue growth/
decline, please

a. Disclose , if true , that organic revenue growth/ decline , after foreign exchange
adjustments on  a constant currency basis,  reflects (a) any change in revenues of
partner firms which you have held throughout each of the comparable periods
presented (i.e., same store sales) and (b) for acquisitions during the current year,
the revenue effect from suc h acquisitions  as if the acquisitions had been owned
during the equivalent period in the prior year and (c) for acquisitions during the
previous year, the revenue effect from such acquisitions as if they had been
owned during that entire year (or same peri od as the current reportable period),
taking into account their respective pre -acquisition revenues for the applicable
periods.   Please also consider revising your  disclosure on page 31.

b. Additionally please clarify in greater detail how revenues from bus inesses
divested during each of the periods presented impact your calculation of organic
revenue growth/decline.  Please disaggregate the effect of dispositions from
acquisitions, if material.   Please also consider revising your  disclosure on page 31.

c. Revise the tabular caption  for “Acquisitions (Dispositions), net ” to “Non-GAAP
Acquisitions (Dispositions), net ” within the organic revenue growth/ decline
table.

d. Start your reconciliation of “Non-GAAP Acquisitions (Dispositions), net ” with
the directly comparable GAAP measure, “Revenue from Acquisitions. ”

e. Revise the caption  for “Revenue Growth (Decline), net” (within the table
reconciling Revenue from Acquisitions) to clarify its nature, with a corresponding
footnote identifying its c omponents and describing how it was derived.

f. Please consider revising your earnings release to comply with the above
comments as applicable.

4. As presented, organic revenue growth/ decline and the impact of acquisitions constitute
non-GAAP measures.  Please revise your MD&A to provide greater prominence on

Mr. David Doft
MDC Partners Inc.
December 1 6, 2016
Page 4

 explanations of change in revenue based on measures of organic revenue and acquisition
revenue calculated in accordance with GAAP.

Form 8 -K filed November 3, 2016
Exhibit 99.1

Financial Guidance, page 2

5. We note that you omit a quantitative reconciliation with respect to your forward looking
non-GAAP guidance, but you do not provide the dis closure required when the
reconciliation is omitted.   In your next earning s release, please follow the guidance in
Question 102.10 of the updated Non -GAAP Compliance and Disclosure Interpretations
issued on May 17,  2016.

You may contact Kathryn Jacobson,  Senior Staff Accountant, at (202) 551 -3365 or
Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551 -3835 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

October 31, 2016

Via
Edgar

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, 2015

Filed
February 26, 2016

SEC Response
Dated October 5, 2016

File
No. 001-13718

Dear
Mr. Spirgel and Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the “Commission”,
or “SEC”), which was set forth in your letter dated October 5, 2016 (the “October 5th Letter”)
regarding the Company's above-referenced filing.

*       *       *       *       *

Management’s Discussion and Analysis of Financial
Condition and Results of Operations , page 16

Advertising and Communications Segment, page 20 and 24

 1. We note in your response to comment 1 it is your belief that organic revenue growth is the “most
accurate representation of the financial performance of its businesses, as it represents the impact of the Company’s management
oversight… and the network benefits of inclusion in the broader portfolio of firms.” You further state that “this
approach appropriately credits the Company with changes in performance of the business that take place under the Company’s
stewardship.” Please accompany the disclosure you propose to make in your letter dated June 15, 2016 with an explanation
of why you believe revenue growth (decline) as defined provides useful information to investors. Also, specifically address in
this disclosure:

 · The fact that other companies may calculate organic revenue growth using a different methodology;

 · Your ability to fully integrate newly acquired businesses and the timing of this integration;

 · The fact that revenue earned immediately after a business acquisition is consummated is dependent
upon work and marketing performed prior to management’s oversight;

 · The impact of work in progress, existing contracts and backlog of the acquired businesses on
the calculation of organic revenue growth (decline);

 · The extent acquired management teams impact the performance of the acquired businesses post-acquisition;
and

 · Why management is taking credit for any positive developments in an acquired business that may
have taken place during the period preceding the acquisition and how investors should consider this circumstance when assessing
performance.

The
Company will revise the disclosure in Item 2. Managements’ Discussion and Analysis of Financial Condition and Results of
Operations as follows:

“The
Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”) of the United
States of America (“U.S. GAAP”). In addition, the Company has included certain non-U.S. GAAP financial measures and
ratios, which it believes provide useful supplemental information to both management and readers of this report in measuring the
financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by U.S.
GAAP and should not be construed as an alternative to other titled measures determined in accordance with U.S. GAAP.

Two
such non-U.S. GAAP measures are “organic revenue growth” or “organic revenue decline” that refer to the
positive or negative results, respectively, of the following calculation: (i) the change in revenue during the relevant time period,
less (ii) for each business acquired in the current year, the incremental impact on revenue for the comparable period prior to
the Company’s ownership of such acquired business, less revenue from each business acquired by the Company in the previous
year through the twelve month anniversary of the Company’s ownership, plus (iii) for each business disposed of in the current
year, the incremental impact on revenue for the comparable period after the Company’s disposition of such disposed business,
plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the Company’s
disposition, less (iv) foreign exchange impacts. The Company believes that isolating the impact of acquisition activity and foreign
currency impacts is an important and informative component to understand the overall change in the Company’s consolidated
revenue. The change in the consolidated revenue that remains after these adjustments illustrates the underlying financial performance
of the Company’s businesses. Specifically, it represents the impact of the Company’s management oversight, investments
and resources dedicated to supporting the businesses’ growth strategy and operations. In addition, it reflects the network
benefits of inclusion in the broader portfolio of firms that includes, but is not limited to, cross-selling and sharing of best
practices. This approach isolates changes in performance of the business that take place under the Company’s stewardship,
whether favorable or unfavorable, and thereby reflects the potential benefits and risks associated with owning and managing a talent-driven
services business.

Accordingly,
during the first twelve months of ownership by the Company, the measure may credit the Company with growth from an acquired business
that is dependent on work performed prior to the acquisition date, and may include the impact of prior work in progress, existing
contracts and backlog of the acquired businesses. It is the presumption of the Company that positive developments that may have
taken place at an acquired business during the period preceding the acquisition will continue to result in value creation in the
post-acquisition period.

While
the Company believes that the methodology used in the calculation of organic revenue change is entirely consistent with our closest
U.S. competitors, the calculations may not be comparable to similarly titled measures presented by other publicly traded companies
in other industries. Additional information regarding the Company’s acquisition activity as it relates to potential revenue
growth is provided in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
under “Certain Factors Affecting our Business.”

In
addition, the Company will revise its disclosure under Item 2 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” under “Certain Factors Affecting our Business” as follows: Acquisitions and Dispositions. The
Company’s strategy includes acquiring ownership stakes in well-managed businesses with world class expertise and strong reputations
in the industry. Through the Strategic Resources Group, the Company provides post-acquisition support to Partner Firms in order
to help accelerate growth, including in areas such as business and client development (including cross-selling), corporate communications,
corporate development, talent recruitment and training, procurement, legal services, human resources, financial management and
reporting, and real estate utilization, among other areas. As most of the Company’s acquisitions remain as stand-alone entities
post acquisition, integration is typically implemented promptly, and new Partner Firms can begin to tap into the full range of
MDC’s resources immediately. Often the acquired businesses may begin to tap into certain MDC resources in the pre-acquisition
period, such as talent recruitment or real estate. The Company engaged in a number of acquisition and disposition transactions
during the 2009 to 2015 period, which affected revenues, expenses, operating income and net income. Additional information regarding
acquisitions is provided in Note 4 “Acquisitions” and information on dispositions is provided in Note 6 “Discontinued
Operations” in the Notes to the Unaudited Condensed Consolidated Financial Statements.

 2. Please provide in MD&A a reconciliation of revenue from acquisitions, provided in your explanation for the change in
revenues in the table at the bottom of page 20, to the total amount of revenue from acquired businesses included in revenue reported
on your consolidated statements of operations.

The
Company confirms that we will provide in the MD&A a reconciliation of the acquisition revenue included in the organic revenue
growth (decline) table to the total amount of revenue from acquired businesses included in revenue reported on our consolidated
statements of operations.

14. Segment Information, page 75

 3. We note your response to comment 2. Upon completion, please provide us your detailed, comprehensive analysis in support
of your aggregation of each of your Partner Firm operating segments into reportable segment(s) in accordance with the criteria
set forth in ASC 280-10-50-11 through 19.

The Company completed
its analysis of reportable segments and concluded that the Company will aggregate 18 of its 32 Partner Firm operating segments
into one reportable segment. The Company will also present an “all other” segment along with a separate corporate group.

The Company believes
that the aggregation of 18 of its 32 Partner firm operating segments is appropriate because these Partner firms provide a comprehensive
array of marketing and communications services for clients both domestically and globally. Furthermore, these Partner firms are
comprised of our integrated advertising and media specialist agencies as well as public relations firms. Partner Firms within this
segment include Allison + Partners, Anomaly, CPB, Doner, F&B, Hunter PR, KBS, MDC Media Partners, and 72andSunny, among others.
These Partner firms share similar characteristics related to the nature of their services as well as the type of clients and the
methods used to deliver their services. In addition, the class of customer is also common among the Partner Firms in this reportable
segment. This results in the Partner Firms having similar economics of their business. Additionally, this aggregation approach
is deemed appropriate as opposed to providing detail information by Partner Firm, which the Company believes would not be as beneficial
to users of the financial statements. Furthermore, the Company believes that aggregating its reporting segments is consistent with
the objective and basic principles of ASC 280.

As previously communicated,
the Company first assessed the qualitative characteristics of our Partner Firm operating segments as set forth in ASC 280-10-50-11.
The Company considered the following factors:

 · Nature of the products and services.
The Partner Firms in the reportable segment provide an array of marketing and communication services that overlap and are delivered
to the same customer role in the client organization (in some cases, the same customers). Often times, they are competing for the
same business at the same clients.

 · The nature of the production processes.
Labor costs is the most significant cost driver for the Partner Firms in the reportable segment. The employees for these Partner
Firms all possess similar skill sets. Additionally, the Partner Firms utilize similar tools in the production of their services.

 · The type or class of customer for their
products and services. The Partner Firms in the reportable segment have similar clients and work with a similar role in the
client’s organization such as the Chief Marketing Officer, VP, Marketing, or similar roles.

 · The methods used to distribute their
products or provide their services. Although the Partner Firms deliver a distinctive range of solutions or services, the work
is ultimately delivered directly to their client.

The Company then considered
both the average long-term gross margins expected for each Partner Firm operating segment as well as Adjusted EBITDA margin on
Net Revenue. Management measures the Partner Firm operating segment operating performance using the Net Revenue and Adjusted EBITDA
metrics. Adjusted EBITDA is a non-GAAP measure, calculated as operating profit (loss) plus depreciation and amortization, stock-based
compensation, acquisition deal costs, deferred acquisition adjustments, profit distributions from affiliates, and other items (other
items is not applicable at the Partner Firm operating segment level). Net Revenue is also a non-GAAP measure, calculated as GAAP
revenue less billable direct costs (third party client reimbursable costs). The Company recognizes that there may be short term
fluctuations in the individual annual operating margins that would cause differences in the gross margin on a quarterly or annual
basis. If the Company were to use the short-term margins, the Company would need to change segments quarterly/annually, which could
mislead investors. These fluctuations in the gross margin may be due to variety of business reasons such as expansion, client wins,
client losses, and resource changes. However, the Company believes the average long-term gross margin expectations are similar
among the aggregated Partner Firm operating segments.

As a result of the
analysis, the Company decided to aggregate 18 Partner Firm operating segments into one reportable segment. The reportable segment
represents more than 75% of the consolidated revenues for 2014, 2015, and the 2016 budget. The remaining Partner Firm operating
segments are combined and disclosed as an “all other” reportable segment, as none of these operating segments meet
the 10% tests as set forth in ASC 280-10-50-12.

We are providing the
Staff on a confidential and supplemental basis in a separate letter dated today additional detail concerning our Partner Firm operating
segments.

*       *       *       *       *

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

Mail Stop 3720

October 5, 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Response dated  September 8, 2016
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your September 8, 2016  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
16
Advertising and Communications Segment, page 20 and 24

1. We note in your response to comment 1 it is your belief that organic revenue gro wth is
the “most accurate representation of the financial performance of its businesses, as it
represents the impact of the Company’s management oversight … and the network
benefits of inclusion in the broader portfolio of firms.”  You further state that “ this
approach appropriately credits the Company with changes in performance of the business
that take place under the Company’s stewardship.”  Please accompany the disclosure you
propose to make in your letter dated June 15, 2016 with an explanation of why  you

Mr. David Doft
MDC Partners Inc.
October 5 , 2016
Page 2

 believe organic revenue growth (decline) as defined provides useful information to
investors.  Also, specifically address in this disclosure:
 the fact that other companies may calculate organic revenue growth using a different
methodology;
 your abilit y to fully integrate newly acquired businesses and the timing of this
integration;
 the fact that revenue earned immediately after a business acquisition is consummated is
dependent upon work and marketing performed prior to management’s oversight;
 the impa ct of work in progress, existing contracts and backlog of the acquired businesses
on the calculation of organic revenue growth (decline);
 the extent acquired management teams impact the performance of the acquired
businesses post - acquisition; and
 why ma nagement is taking credit for any positive developments in an acquired business
that may have taken place during the period preceding the acquisition and how investors
should consider this circumstance when assessing performance.

2. Please provide in MD&A a  reconciliation of revenue from acquisitions, provided in your
explanation for the change in revenues in the table at the bottom of page 20, to the total
amount of revenue from acquired businesses included in revenue reported on your
consolidated statement s of operations.

14. Segment Information, page 75

3. We note your response to comment 2.  Upon completion, please provide us your detailed,
comprehensive analysis in support of your aggregation of each of your Partner Firm
operating segments into reportable  segment(s) in accordance with the criteria set forth in
ASC 280 -10-50-11 through 19.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

September 8,
2016

Via Edgar

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, 2015

Filed February
26, 2016

SEC Correspondence
Dated August 9, 2016

File No.
001-13718

Dear Mr. Spirgel and Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”, the
“Commission”, or “SEC”), which was set forth in your letter dated August 9, 2016 regarding the
Company's above-referenced filing.

*                 *                 *                 *                 *

Management’s Discussion and Analysis of Financial
Condition and Results of Operations , page 16

Advertising and Communications Segment, page 20 and 24

 1. We note your response to comment 1. Tell us why it is appropriate to calculate organic revenue
growth to reflect acquisition revenue adjustments (ii) and (iii) per your response. In order that we may better understand your
calculation of organic revenue growth, please provide us a detailed calculation and explanation of each acquisition adjustment
of $46.3 million and $54.6 million for 2015 and 2014 respectively to arrive at the reported organic revenue growth for each of
those years. Explain how adjustment (ii) compares with acquisition revenue calculated under GAAP and illustrate how current period
revenue from a prior year’s acquisition is measured prior to and through the 12- month anniversary of your ownership per
adjustment (iii) to determine organic revenue growth.

Additionally, in your definition of organic revenue
growth, please state how you give effect to divestitures.

The Company explains the change in revenue for a given period
through three components: “acquisitions (dispositions), net”, “foreign exchange”, and “organic revenue
growth (decline)”. “Organic revenue growth (decline)” is calculated as total revenue less the impact of both
“foreign exchange” and “acquisitions (dispositions), net”. The purpose of these two adjustments is to isolate
the performance of the underlying business. Specifically, the “acquisitions (dispositions), net” adjustment is to reflect
the impact of both acquisitions and divestures on the current and prior years such that the revenue for these years is comparable.
Adjustment (ii) relates to acquisitions completed in the current year whereas adjustment (iii) relates to acquisitions completed
in the prior year; however, both adjustments in total represent the prior year pre-acquisition revenue for the comparative period.

As an example, the Company acquired a business on August 1,
2014. Such business’s revenue from August through December 2014 of $17.4 million is included in the Company’s consolidated
2014 revenue. For the December 31, 2014 “organic revenue growth (decline)” calculation, the Company included an “acquisitions
(dispositions), net” adjustment (adjustment type (ii)) of $13.2 million representing the acquired business’s revenue
for the comparative period of August through December 2013. The resulting increase in revenue of $4.2 million over the prior year
is included in the change in revenue as an “organic revenue growth” adjustment. In this example, the acquired business
had no foreign exchange impact.

For this same business, the Company’s consolidated revenue
in 2015 includes twelve months of revenue related to this acquisition; however, the comparative prior year period only includes
the five months of revenue from August to December 2014. The “acquisitions (dispositions), net” adjustment calculated
for 2015 (adjustment type (iii)) of $21.5 million represents the pre-acquisition period revenue of the acquired business from January
through July 2014. As this particular business’s revenue for January through July 2015 was $20.9 million, the decrease in
revenue for these comparative periods of $0.6 million is included in the change in revenue as an “organic revenue decline”
adjustment.

At the consolidated level, the 2015 adjustment of $46.3 million
is calculated as (a) $7.8 million of revenue from 2015 acquisitions (adjustment type (ii)) and (b) $38.6 million of adjustments
from 2014 acquisitions (adjustment type (iii)). The 2014 adjustment of $54.6 is calculated as (a) $42.7 million of revenue from
2014 acquisitions (adjustment (ii)) and (b) $11.9 million from 2013 acquisitions (adjustment type (iii)).

During 2014 and 2015, the Company had no adjustments for divestitures
however, in the event a divestiture does not meet the criteria to be accounted for as a discontinued operation (i.e., with a retrospective
application prior periods), the Company would calculate a disposition adjustment related to such divesture and include it in the
change in revenue consistent with the methodology described above.

The Company believes that stripping out the impact of
acquisition activity according to the methodology described above is an important and informative component of understanding
the overall change in the Company’s consolidated revenue. The “organic revenue growth (decline)” that
remains after the adjustments for acquisitions (and foreign exchange) is the most accurate representation of the financial
performance of its businesses, as it represents the impact of the Company’s management oversight, investments and
resources dedicated to supporting the businesses’ growth strategy and operations, and the network benefits of inclusion
in the broader portfolio of firms that includes, but is not limited to, cross-selling and sharing of best practices.
Additionally, this approach appropriately credits the Company with changes in performance of the business that take place
under the Company’s stewardship, whether favorable or unfavorable, and thereby immediately reflects the potential
benefits and risks associated with owning and managing a business. Consistent with comparable companies and industry
competitors, the Company provides the non-GAAP measure “organic revenue growth (decline)” in its discussion and
analysis of financial condition and results of operations in order to provide investors with transparency regarding the
components of the Company’s change in revenue. The Company believes that the methodology used in the calculation of
its “organic revenue growth (decline)” metric is consistent with the Company’s competitors. Furthermore, the
organic revenue growth metric is widely used by the financial community for evaluating the Company’s performance and
comparative analysis with its peer group.

Effective for the Form 10-Q for the quarter ended June 30, 2016,
the Company has updated its definition of “organic revenue growth (decline)” to address the treatment of divestitures
as follows:

Two such terms are “organic revenue growth” or “organic
revenue decline” that refer to the positive or negative results, respectively, of the following calculation: (i) the change
in revenue during the relevant time period, less (ii) for each business acquired in the current year, the incremental impact on
revenue for the comparable period prior to the Company’s ownership of such acquired business, less revenue from each business
acquired by the Company in the previous year through the twelve month anniversary of the Company’s ownership, plus (iii)
for each business disposed of in the current year, the incremental impact on revenue for the comparable period after the Company’s
disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through
the twelve month anniversary of the Company’s disposition, less (iv) foreign exchange impacts.

14. Segment Information, page 75

 2. Based on the information provided in your response as well as in a call on July 13, 2016, it appears that each of your Partner
Firms represents an operating segment as set forth in ASC 280-10-50-1. Specifically, each Partner Firm engages in business activities
for which it earns revenue and incurs expenses, each Partner Firm’s operating results are regularly reviewed by the CODM
to allocate resources and assess performance, and each Partner Firm has discrete financial information available. Based on this
information, we are unable to agree with your conclusion that the Partner Firm network together represents your single operating
segment. Considering this, please tell us how you plan to revise your segment presentation. To the extent you intend to aggregate
two or more operating segments into one or more reportable segments, please provide us with a detailed analysis of how the aggregation
underlying each reportable segment complies with the criteria in ASC 280-10-50-11 through 19.

For the reasons previously communicated, we respectfully disagree
with the Staffs’ view that during our fiscal year ended December 31, 2015 each Partner Firm’s operating results were
regularly reviewed by the CODM to allocate resources and assess performance and, therefore, that each Partner Firm represented
an operating segment as set forth in ASC 280-10-50-1. However, having now completed our evaluation of the change made to MDC’s
management structure in June 2016, which we discussed with the Staff in the call on July 13, 2016, we have concluded that beginning
July 1, 2016 each Partner Firm represents an operating segment as set forth in ASC 280-10-50-1.

As previously communicated, the COO of the Partner Firm network
reported up to the CODM (our CEO) and was the Segment Manager for all of the Partner Firms until June 2016. Each Managing Director
was responsible for designated Partner Firm(s) and reported up to the COO of the Partner Firm network. As Segment Manager, the
COO of the Partner Firm network regularly reviewed the operating results of each Partner Firm with the Managing Director responsible
for the Partner Firm and the COO reported up to the CODM on the consolidated operating results of all Partner Firms, which were
discussed in regular meetings involving the CODM, Segment Manager, and other members of MDC’s senior management team. The
CODM regularly reviewed the consolidated operating results of all Partner Firms to allocate resources and assess performance, and
key operating decisions (for example, decisions to acquire new Partner Firms, and invest in network-wide technological solutions)
were made by the CODM based largely on the consolidated operating results of all Partner Firms. The ongoing day-to-day operating
decisions specific to a Partner Firm were made at the Partner Firm level. Accordingly, each Partner Firm did not represent an operating
segment as set forth in ASC 280-10-50-1 during our fiscal year ended December 31, 2015.

However, as discussed with the Staff in the call on July 13,
2016, MDC eliminated the position of COO of the Partner Firm network in June 2016. As a result of this change to MDC’s management
structure, MDC no longer has a single Segment Manager. Rather, MDC has Managing Directors who are now Segment Managers for designated
Partner Firms. Each Managing Director responsible for a designated Partner Firm(s) that previously reported up to the COO of the
Partner Firm network now reports up to the CODM. This change to MDC’s management structure was designed to provide the CODM
greater visibility into the operating performance of individual Partner Firms and has resulted in a corresponding change to the
CODM’s reviews of the operating results of the Partner Firms. The Managing Directors (Segment Managers) report up to the
CODM on the operating results of each Partner Firm, which are discussed in regular meetings involving the CODM, Managing Directors
(Segment Managers), and other members of MDC’s senior management team. The CODM now regularly reviews the operating results
of individual Partner Firms as necessary to allocate resources and assess performance, and key operating decisions are made by
the CODM based on the operating results of the Partner Firms individually and in total at the consolidated level. Management has
concluded that consistent with this change each Partner Firm represents an operating segment as set forth in ASC 280-10-50-1
beginning in our quarter ended September 30, 2016.

Management is currently assessing the economic characteristics
of each Partner Firm operating segment to aggregate the Partner Firm operating segments into reportable segment(s). For that purpose,
management is assessing the average long-term gross margins expected for each Partner Firm together with the qualitative characteristics
set forth in ASC 280-10-50-11 (specifically, the nature of the marketing services, clients for the marketing services, and methods
used to provide the marketing services). At this point, management expects to aggregate 18 of MDC’s 34 Partner Firm operating
segments into one reportable segment. This reportable segment is expected to make up more than 75% of consolidated revenues. The
remaining Partner Firm operating segments that do not meet the aggregation criteria will be combined and disclosed as an “all
other” reportable segment, as none of these operating segments would meet the 10% tests set forth in ASC 280-10-50-12.

 3. Further to the above, we note that you previously determined that each of your Partner Firms represents a component and
that you aggregate similar components together for purposes of your goodwill impairment testing. Pursuant to FASB ASC 350-20-35-33
through 37, the reporting unit should be any component of the operating segment or the aggregation of the components as appropriate.
If there are no components, the reporting unit would be the operating segment. However, operating segments may not be aggregated
together for purposes of the goodwill impairment assessment. Please provide us with an analysis as to how the change in the operating
segment determination would have impacted your most recent annual goodwill assessment.

Because each Partner Firm represented a component of our Advertising
and Communication’s operating segment during our fiscal year ended December 31, 2015, each Partner Firm was appropriately
aggregated into 13 reporting units for goodwill impairment testing. However, in response to the Staffs’ comment (above),
management performed a look-back analysis to assess whether the results of its 2015 goodwill impairment testing would have been
different had it been performed at the Partner Firm level. At this point, management has determined that one Partner Firm likely
would have failed the first step of the goodwill impairment test. This Partner Firm is included in the reporting unit that is disclosed
as being at risk of failing the first step of the goodwill impairment test in MDC’s Form 10-K for its fiscal year ended
December 31, 2015 (Refer to the Significant Accounting Policies page 54). The goodwill associated with this Partner Firm is about
$32.9 million and represents 3.8% of MDC’s consolidated goodwill at December 31, 2015. The amount of any potential impairment
associated with that Partner Firm is not known at this time. Management has not identified any other Partner Firms that would have
failed the first step of the goodwill impairment test.

Because each Partner Firm will represent an operating segment
beginning in our quarter ended September 30, 2016, each Partner Firm will represent a reporting unit for goodwill impairment testing.
Management is currently assessing each Partner Firm individually for goodwill impairment issues.

As requested, The Company acknowledges the following:

 · The Company is responsible for the adequacy and accuracy of the disclosure
in the filing;

 · Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing; and

 · The Company may not assert staff comments

Mail Stop 3720

August  09, 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Response dated June 15. 2016
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your June 15, 2016  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
16

Advertising and Communications Segment, page 20 and 24

1. We note your response to comment 1.   Tell us why it is appropriate to calculate  organic
revenue growth to reflect acquisition revenue adjustments (ii) and (iii) per your
response.   In order that we may better understand your calculation of organic revenue
growth, please provide us a detailed calculation  and explanation of each acquis ition
adjustment of $46.3 million and $54.6 million for 2015 and 2014 respectively to arrive at
the reported organic revenue growth for each of those years.     Explain how  adjustment
(ii) compares with acquisition rev enue calculated under GAAP and  illustra te how current

Mr. David Doft
MDC Partners Inc.
August 9, 2016
Page 2

 period revenue from a prior year’s acquisition is measured prior to and through the 12 -
month anniversary of your ownership per adjustment (iii) to determine organic revenue
growth.

Additionally, in your definition of organic revenue growt h, please state how you give
effect to divestitures.

14.  Segment Information, page 75

2. Based on the information provided in your response as well as in a call on July 13, 2016,
it appears that each of your Partner Firms represents an operating segment as set forth in
ASC 280 -10-50-1.  Specifically, each Partner Firm engages in business activities for
which it earns revenue and incurs expenses, each Partner Firm’s operating results are
regularly reviewed by the CODM to allocate resources and assess perfo rmance, and each
Partner Firm has discrete financial information available.  Based on this information, we
are unable to agree with your conclusion that the Partner Firm network together
represents your single operating segment.   Considering this, please t ell us how you plan
to revise your segment presentation.  To the extent you intend to aggregate two or more
operating segments into one or more reportable  segments, please provide us with a
detailed analysis of how the aggregation underlying each reportabl e segment complies
with the criteria in ASC 280 -10-50-11 through 19.

3. Further to the above, we note that you previously determined that each of your Partner
Firms represents a component and that you aggregate similar components together for
purposes of you r goodwill impairment testing.  Pursuant to FASB ASC 350 -20-35-33
through 37, the reporting unit should be any component of the operating segment or the
aggregation of the components as appropriate.  If there are no components, the reporting
unit would be the operating segment.  However, operating segments may not be
aggregated together for purposes of the goodwill impairment assessment.  Please provide
us with an analysis as to how the change in the operating segment determination would
have impacted your most recent annual goodwill assessment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Ex change Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, plea se provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. David Doft
MDC Partners Inc.
August 9, 2016
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commi ssion from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at  (202)
551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

June 15, 2016

Via Edgar

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, 2015

Filed
February 26, 2016

SEC
Correspondence Dated May 18, 2016

File No. 001-13718

Dear Mr. Spirgel and Mr. Littlepage:

Set forth below is the response of MDC Partners
Inc. (the “Company”) to the correspondence 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 May 18, 2016 regarding the Company’s above-referenced filing.

*                    *                    *                    *                    *

Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 16

Advertising and Communications Segment, page 20 and 24

We note the definition of your non-GAAP measure for “organic revenue” on page 16. It appears
from the table on page 20 that this measure is calculated using non-GAAP amounts, as the total amount of revenue from acquisitions
in 2015 does not agree with the amount reported on page 59. Please clarify your definition of “organic revenue” by
describing how revenue from acquisitions is calculated. Also, with respect to the tables on pages 20 and 24, please revise the
descriptor for the “organic growth” column to identify it as “organic revenue”.

Organic revenue growth is calculated by subtracting the impact
of both foreign exchange and the aggregation of prior year revenue of acquired businesses from the change in total revenue year
over year.

We will clarify the definition of our non-GAAP measure for “organic
revenue” and replace such term with the terms “organic revenue growth” or “organic revenue decline”,
as applicable, in all future filings as follows:

Two such terms are “organic
revenue growth” or “organic revenue decline” that refer to the positive or negative results, respectively, of
the following calculation: (i) the change in revenue during the relevant time period, less (ii) for each business acquired in the
current calendar year, the incremental impact on revenue for the comparable period prior to the Company’s ownership of such
acquired business, less (iii) revenue from each business acquired by the Company in the previous fiscal year through the twelve
month anniversary of the Company’s ownership, less (iv) foreign exchange impacts.

The descriptor in all future filings will be revised for the
“organic growth” column to identify it as “organic revenue growth (decline).”

      2

14. Segment Information, page 75

 2. We note in the fourth quarter of 2015 the Company determined that the Partner Firm network represents an operating segment
and as a result you now report operating results in one reportable segment identified as Advertising and Communications along with
the Corporate Group. To help us understand how you applied the guidance in FASB ASC 280 in identifying your operating segment,
please provide us with the following information:

 a. Provide your organization chart which identifies the positions, roles or functions that report directly to your chief operating
decision maker (“CODM”) and senior management team;

 b. Tell us the title and describe the role of your CODM and each of the individuals who report to the CODM;

 c. Identify and describe the role of your segment manager;

 d. Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for
those meetings, the financial information discussed in those meetings, and who attends those meetings;

 e. Describe the information regularly provided to the CODM and tell us how frequently it is prepared;

 f. Describe the information regularly provided to the Board of Directors and tell us how frequently it is prepared;

 g. Describe the information about the Advertising, Experiential marketing, Communications and Digital service offerings that
are provided to the CODM, tell us whether there are managers accountable for the service offerings, and if so, tell us to whom
they are accountable;

 h. Explain how budgets are prepared, who approves the budget at each stop of the process, the level of detail discussed at
each step, and the level at which the CODM makes changes to the budget;

 i. Describe the level of detail communicated to the CODM when actual results differ from budgets and who is involved in meetings
with the CODM to discuss budget-to-actual variances; and,

 j. Describe the basis for determining the compensation of the individuals that report to the CODM.

      3

Attached is an organization chart that identifies the roles/positions
that reported directly to MDC’s chief operating decision maker (“CODM”) at December 31, 2015, including MDC’s
senior management team.

As shown in the organization chart, MDC’s
CODM is Scott Kauffman, Chairman of the Board and CEO. Mr. Kauffman makes the key operating decisions within MDC, evaluates the
operating performance of the Partner Firm network[1],
and allocates resources to the Partner Firm network.

MDC’s senior management team reports
directly to the CODM.

Members of MDC’s senior management
team at December 31, 2015 included Andre Coste, Executive VP and COO.[2]
Mr. Coste was accountable for the operating performance of the Partner Firms and was MDC’s segment manager.

MDC’s Managing Directors reported
to Mr. Coste. The Managing Directors are responsible for designated Partner Firms, which may change over time. The Managing Directors
provide financial, strategic, and operational support to the Partner Firms and monitor the operating performance of the Partner
Firms. In that regard, each Managing Director works closely with senior management of the Partner Firms and leads monthly performance
update calls with senior management of the Partner Firms. Mr. Coste and other members of MDC’s senior management team also
participate in these calls.

The Partner Firms within the Partner Firm
network have a range of service offerings and these service offerings are further supplemented by collaboration between and among
the Partner Firms within the Partner Firm network. Because the Managing Directors are responsible for designated Partner Firms,
they are not necessarily responsible for discrete service offerings to clients, such as advertising, experiential marketing, and
digital service offerings.

_____________________________________

 [1] The Partner Firm network is the aggregation of all of
MDC’s Partner Firms and differs from the consolidated Company as corporate results are not included. The Company’s
segment disclosures include actual corporate results for each year presented.

 [2] MDC’s Form 8-K filed June 1, 2016 disclosed that
in connection with a limited restructuring of the Company’s corporate department, the Company and Andre Coste entered into
a Separation and Release Agreement, with an effective employment termination date of June 15, 2016. While management is in the
process of evaluating, this change is not expected to result in a change to MDC’s segment disclosures.

      4

Other members of MDC’s senior management
team at December 31, 2015 were:

 · David Doft, Chief Financial Officer.

 · David Ross, Senior VP, Corporate Development & Strategy.

 · Bob Kantor, Chief Marketing and Business Development Officer.

 · Alexandra Delanghe, Senior VP, Corporate Communications.

 · Amie Miller, Senior VP, Talent Development.

 · Mitchell Gendel, General Counsel

Compensation arrangements for MDC’s
senior management team provide for (i) a base salary intended to be competitive with the marketplace, (ii) annual short-term, performance-based
cash incentive awards provided that the Company achieves consolidated Adjusted EBIDA-based financial performance goals and the
individual achieves key performance indicators designed to motivate and reward achievement of annual corporate and personal objectives,
and (iii) long-term performance-based incentive awards in the form of restricted stock with a three-year vesting term based on
the Company’s consolidated Adjusted EBITDA financial performance as compared to Board-approved annual budgets. The primary
financial target for annual incentive awards and LTIP incentive awards is consolidated Adjusted EBITDA performance.

The CODM receives monthly financial information
detailing the operating performance of the Partner Firm network. This information includes actual operating results and variances
to the current year budget. This information is presented for each Partner Firm individually and/or in total at the Partner Firm
network level. This information is also presented at varying levels of aggregation to provide the CODM additional insight into
what is driving the operating performance of the Partner Firm network and inform resource allocation decisions. This information
includes, but is not limited to, Partner Firms aggregated by geography, discipline (distinguishing integrated advertising agencies
from other Partner Firms), size, and market position.

The CODM, segment manager, and
members of the senior management team meet regularly (generally weekly) to discuss this financial information, as well as key
strategic initiatives and other matters relative to the operating performance of the Partner Firm network. These discussions
often focus on key performance metrics (including revenue, margins, and Adjusted EBITDA), how the performance is tracking
relative to budget and investor expectations, and the reasons for any variances.

The annual budgets are prepared on a bottom-up basis.
The process starts at the Partner Firm level and is coordinated through the Managing Directors. The Managing Directors review
the budgets for each Partner Firm and provide them to the segment manager for review. Changes to the budgets are coordinated
with the Partner Firms through the Managing Directors and reviewed by the segment manager. The segment manager discusses
the results of his review with the Managing Directors, the CFO, and other members of MDC’s senior management team,
and presents the budget information to the CODM for his review at the Partner Firm network level. Changes, if any, resulting
from the CODM’s review generally focus on the initiatives supporting revenue and Adjusted EBITDA targets and
opportunities for collaboration across the Partner Firm network.

      5

On a quarterly basis, the Partner Firms prepare re-forecasts
to address variances to the current year budget. The re-forecasting process is similar to the annual budget process.

The Company’s Board of
Directors approves the annual budgets and strategic plans for the Partner Firm network. The budget and strategic planning
information is discussed with the Board at the Partner Firm network level. Generally, these discussions focus on the
initiatives supporting revenue and Adjusted EBITDA targets and opportunities for collaboration across the Partner Firm
network. During the intervening period, the Board receives MDC’s quarterly and annual financial reporting packages and
discusses updates to the budgets through the re-forecasting process as well as key strategic initiatives and other matters
relative to the operating performance of the Partner Firm network.

 3. Please explain to us your consideration of the disclosure requirements of ASC 280-10-50-40.

ASC 280-10-50-40 states:

“A public entity shall
report the revenues from external customers for each product and service or each group of similar products and services unless
it is impracticable to do so. The amounts of revenues reported shall be based on the financial information used to produce the
public entity's general-purpose financial statements. If providing the information is impracticable, that fact shall be disclosed.”

MDC recognizes the need for the enterprise-wide
disclosures required by ASC 280 and historically MDC has provided the enterprise-wide disclosures about geography. However, MDC
has not provided similar enterprise-wide disclosures about each of its service offerings.

Some Partner Firms have discrete or specialized
disciplines and related service offerings. However, other Partner Firms have different service offerings, including the integrated
advertising Partner Firms. Further, these service offerings are supplemented by collaboration with other Partner Firms within the
Partner Firm network. The integrated advertising Partner Firms comprise a significant portion of MDC’s revenues and MDC does
not separately monitor or otherwise track the revenue related to each of the service offerings within these Partner Firms.

There are differences between and among
these service offerings. However, they represent a range of essentially similar marketing communications service offerings and
MDC has disclosed its total marketing communications services revenue. In management’s judgment, MDC’s disclosure of
its total marketing communications service revenue complies with the disclosure requirements of ASC 280-10-5-40.

      6

However, as MDC implements initiatives
to enhance the operating performance of its Partner Firm network, management will continue to reassess this disclosure and the
need to disaggregate its marketing communications services revenue to provide users of its financial statements with the information
they need to understand MDC’s performance, assess MDC’s prospects for future cash flows, and make more informed judgments
about MDC as a whole.

As requested, The Company acknowledges the following:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

*                    *                    *                    *                    *

      7

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

      8

Attachment I

Organization Chart

Below is
an organization chart that identifies the roles/positions that reported directly to MDC’s chief operating decision maker
at December 31, 2015, including MDC’s senior management team.

      9

CORRESP
1
filename1.htm

May 25, 2016

Via Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed February 26, 2016

File No. 001-13178

Dear Mr. Spirgel:

This letter will confirm that MDC Partners
and Kathryn Jacobson (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most recent
comments of the Staff of the Division of Corporation Finance on or prior to June 15, 2016.

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

    Very truly yours,

    /s/ Mitchell Gendel

    Mitchell Gendel

    General Counsel & Corporate Secretary

Enclosures

 cc: Kathryn Jacobson, Securities and Exchange Commission

Robert S. Littlepage, Securities and Exchange Commission

Scott Kauffman, Chairman and Chief Executive Officer

David Doft, Chief Financial Officer

Christine LaPlaca, SVP, Accounting and Financial Reporting

Members of the Audit Committee, MDC Partners Inc.

Mail Stop 3720

May 18 , 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -13718

Dear Mr. Doft :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of  Operations , page
16

Advertising and Communications Segment, page 20 and 24

1. We note the definition of your non -GAAP measure  for “organic revenue” on page 16.  It
appears from the table  on page 20 that this measure is calculated using non -GAAP
amounts, as  the total amount of revenue from acquisitions in 2015 does not agree with the
amount reported on page 59.  Please clarify your definition of “organic revenue” by
describing how revenue from acquisitions is calculated.  Also, with respect to the tables
on page s 20 and 24 , please revise the descriptor for the “organic growth” column to
identify it as “organic revenue .”

Mr. David Doft
MDC Partners Inc.
May 18 , 2016
Page 2

 14.  Segment Information, page 75

2. We note in the fourth quarter of 2015 the Company determined that the Partner Firm
network represents an operating segment and as a result you now report operating results
in one reportable segment identified as Advertising and Communications along with th e
Corporate Group.  To help us understand how you applied the guidance in FASB ASC
280 in identifying your operating segment, please provide us with the following
information:

a. Provide your organization chart which identifies the positions, roles, or func tions that
report directly to your chief operating decision maker (“CODM”) and senior
management team;
b. Tell us the title and describe the role of your CODM and each of the individuals who
report to the CODM;
c. Identify and describe the role of your segment manager;
d. Tell us how often the CODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who attends those meetings;
e. Describe the informati on regularly provided to the CODM and tell us how frequently
it is prepared;
f. Describe the information regularly provided to the Board of Directors and tell us how
frequently it is prepared;
g. Describe the information about the Advertising, Experiential Mar keting,
Communications, and Digital service offerings that are provided to the CODM, tell us
whether there are managers accountable for the service offerings, and if so, tell us  to
whom they are accountable;
h. Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the CODM
makes changes to the budget;
i. Describe the level of detail communicated to the CODM when actual results differ
from budgets and who is invol ved in meetings with the CODM to discuss budget -to-
actual variances; and,
j. Describe the basis for determining the compensation of the individuals that report to
the CODM.

3. Please explain to us your consideration of the disclosure requirements of ASC 280 -10-50-
40.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. David Doft
MDC Partners Inc.
May 18 , 2016
Page 3

  In responding to our comments, please provide a written statement fr om the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with  respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Account ant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 3720

January 8, 2016

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -13718

Dear Mr. Doft :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of  the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

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.

    *
    *
    *
    *
    *

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.

    *
    *
    *
    *
    *

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

      2

Mail Stop 3720

December 18 , 2015

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
Response Dated December 15 , 2015
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your December 15, 2015  response to our comment letter and have the
following comment.  Please co mply with this comment  in future filings and c onfirm in writing
that you wi ll do so.

Please respond to this comment  within te n business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do  not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response  to this comment , we may have additional comments.
Unless we  note otherwise, our reference to our prior comment is  to the comment  in our
December 4, 2015  letter.

Goodwill and Indefinite -Lived Intangible, page s 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 disc losures 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

Mr. David Doft
MDC Partners Inc.
December 18 , 2015
Page 2

  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.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding the comment on the financial statements and related matters.  Please contact Wi lliam
Mastrianna, Attorney -Advisor,  at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief, at
(202) 551 -3257, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

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.

    2

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

    3

Mail Stop 3720

December 4,  2015

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
Response Dated November 12, 2015
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your November 12 , 2015  response to our comment letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.
Unless we note otherwise, our reference  to our prior comment  relates to our October 23 , 2015
letter.

Goodwill and Indefinite -Lived Intangible, pages 50 - 51

1. 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.

Mr. David Doft
MDC Partners Inc.
December 4, 2015
Page 2

 You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Ch ief, at (202) 551 -3361 if you have questions
regarding the comment on the financial statements and related matters.  Please contact William
Mastrianna, Attorney -Advisor,  at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief, at
(202) 551 -3257, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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

CORRESP
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November 2, 2015

Via Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 001-13178

Dear Mr. Spirgel:

This letter will confirm that MDC Partners
and William Mastrianna (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most
recent comments of the Staff of the Division of Corporation Finance on or prior to November 23, 2015.

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

    Very truly yours,

    /s/ Mitchell Gendel

    Mitchell Gendel

    General Counsel & Corporate Secretary

Enclosures

 cc: William Mastrianna, Securities and Exchange Commission

Scott Kauffman, Chairman and Chief Executive Officer

David Doft, Chief Financial Officer

Christine LaPlaca, SVP, Accounting and Financial Reporting

Members of the Audit Committee, MDC Partners Inc.

Mail Stop 3720

October 23 , 2015

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your September 18, 2015  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to c omments in our August 13,
2015 letter.

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 to 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 fo r your two reportable
segments.  Additionally, on a segment basis, please provide a discussion of the drivers of
the net changes in defer red acquisition totals with an emphasis on detailing to what
degree increases can be attributed to acquisitions of new businesses, compounding past

Mr. David Doft
MDC Partners Inc.
October 23 , 2015
Page 2

 deferred considerations that have remained outstanding (due to subsidiary revenue or
growth targets not bein g met), or downward redemption value adjustments.

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 35 0-20-35-48.

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 units 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 2 014.  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 de clining cash flows, and zero or
negative carrying value of the subsidiary.   Refer to the guidance is ASC 350 -20-35-8A.

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 discount rate, when testing for
goodwill impairment at the reporting unit level, operations that apparently have varying
degrees of risk.

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

Working Capital,  page 41

5. We note your statement that t he 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 rem ained negative for some time, tell us why you believe the
recent increase is seasonal and explain to readers in future filings.

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.

Mr. David Doft
MDC Partners Inc.
October 23 , 2015
Page 3

 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 th e minimum amount per your debt covenant.   Please
advise us and clarify how this measure is calculated so that it is transparent to readers.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Br anch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact Wil liam
Mastrianna, Attorney -Advise r, at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief, at
(202) 551 -3257, or me  at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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September 18, 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

  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 August 13, 2015 (the “August 13th Letter”) regarding the Company’s above-referenced audit.

The responses to the Staff’s comments
are provided in the order in which the comments were set out in the August 13th Letter and are numbered correspondingly.

*           *           *           *           *

Item 1. Business

Competition, Page 4

 1. We note that your subsidiary firms cooperate through referrals and the sharing of both services and expertise. Please provide
additional information as to how any cross-selling arrangements are structured (such as from the Strategic Marketing Services segment
to the Performance Marketing Services segment) and, if material, the degree to which referrals and cross-selling contribute to
organic revenue growth.

The Company confirms that its subsidiary
firms cooperate through referrals and the sharing of both services and expertise, which do contribute to organic revenue growth.
However, the Company does not have any contractual or formal cross-selling arrangements in place. Instead, the Company may, for
example, coordinate a joint pitch initiative in which various agencies that have distinct marketing services and disciplines may
be jointly presented to a potential new client, such as traditional advertising, public relations and/or event marketing services.
Each participating agency is then compensated by clients based upon their respective agency's scope of work for a particular engagement
or project. Subsidiary firms also may refer another agency to its existing clients if a client need exists that is not within the
service offering of a particular firm. In addition, if a specific agency is unable to service a potential new client due to an
existing conflict, it may refer that client to another MDC partner agency for services.

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.

 2. We note your disclosure that deferred acquisition consideration and payments to minority shareholders will be a significant
use of the Company’s liquidity in the foreseeable future. Please provide management’s view of the future trajectory
and quantifications of both deferred acquisition totals and redeemable non-controlling interests. Please also provide the rationale
and business reasons for structuring your various acquisitions in part with a deferred consideration component. Please also expand
your 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 confirms that its obligations in respect of previous and future acquisitions are expected to be a significant use of the
Company’s liquidity in the foreseeable future. The Company intends to manage its acquisition strategy, including acquisitions
of incremental interests in existing subsidiaries, in a manner consistent with de-leveraging its balance sheet (specifically a
reduction of the ratio of Debt-to-Adjusted EBITDA) over time while continuing to satisfy its operating and capital expenditure
obligations, cash interest obligations, and dividend policy. The Deferred Acquisition Consideration, Redeemable Noncontrolling
Interests and Noncontrolling Interests on the Company’s balance sheet, in aggregate, represent the estimated present value
of the cost to purchase the outstanding incremental interests in its existing subsidiaries and complete purchase obligations with
respect to prior acquisitions. However, the specific future trajectory and quantification of these acquisition-related amounts
depend on a number of factors, including but not limited to the underlying future financial performance of certain prior acquisitions,
the existence of attractive future acquisition opportunities and the underlying financial performance of such acquired companies
during any applicable “earn-out” period. Accordingly, management does not have a view of the future trajectory and
quantifications of both deferred acquisition totals and redeemable non-controlling interests.

In
the Company’s marketing communication services industry, the success of acquisitions is largely dependent on retaining and
incentivizing key personnel. Therefore, the Company’s acquisitions typically include deferred payments that are contingent
upon future financial performance in order to align the key operators of any business to its long-term financial success (“earn-outs”).
Specifically, the Company’s model of “Perpetual Partnership” often involves acquiring a majority interest rather
than a 100% interest and leaving management owners with a significant financial incentive in the performance of the acquired entity
for a minimum period of time, typically not less than five years. Upon the subsequent acquisition of any remaining incremental
interests, the Company estimates and records on its balance sheet additional deferred liabilities, together with a corresponding
reduction in amounts previously recorded as redeemable or non-redeemable noncontrolling interests, with the offset to additional
paid in capital. When a portion of the consideration is contingent on continued employment, it is recorded as stock-based compensation
in the Company’s results of operations over the required retention period.

Please
note the Company has provided enhanced disclosure in its Quarterly Report on Form 10-Q for the period ended June 30, 2015 (footnote
4 to the financial statements) regarding acquisition-related accounting and rationale for acquisition structuring.

During
the six months ended June 30, 2015, the Company completed one new acquisition which added deferred acquisition liabilities on the
Company’s balance sheet with an estimated present value at acquisition date of approximately $25.1 million and redeemable
noncontrolling interests with a present value of approximately $2.0 million. The Company also acquired incremental interests in
several existing subsidiaries which added deferred acquisition liabilities with an estimated present value at acquisition date
of approximately $77.1 million and reduced redeemable noncontrolling interests by approximately $62.6 million and noncontrolling
interests by approximately $8.7 million. The difference between the estimated purchase price for these incremental acquisitions
and the previously-recorded redeemable and non-redeemable noncontrolling interests was recorded as additional paid in capital of
$33.2 million. In addition, for the six months ended June 30, 2015, the Company recorded an increase in the estimated redemption
value of the redeemable noncontrolling interests of $14.7 million (with an offset to additional paid in capital) due to growth
of the relevant underlying businesses, and reduced deferred acquisition liabilities by $10.5 million due to net underperformance
of the relevant underlying businesses against previous Company expectations (with such reduction recorded as income in the Company’s
results of operations).

The
Company confirms that it will continue to provide enhanced disclosure in future SEC filings regarding the foregoing effects of
acquisition-related activity on the Company’s balance sheet.

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

Executive Summary, page 15

 3. We note that you manage your business “by monitoring several financial and non-financial performance indicators”
such as revenues, operating expenses, and capital expenditures. In addition to these key indicators, please provide any non-financial
indicators relating to the growth potential, financial health, and expectations of business performance of your subsidiary companies.
Please refer to Securities Act Release No. 33-8350. For example, please see Section III B.1.

In addition to monitoring the foregoing
financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance
of our subsidiary companies. These indicators may include an agency’s recent new client account win/loss record; the depth
and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and
the relative strength of the Company’s next generation management team that is in place as part of a potential succession
plan to succeed the current senior executive team. The Company confirms that it will provide
enhanced disclosure in future SEC filings regarding these indicators.

Year Ended December 31, 2014 Compared to Year Ended December
31, 2013

 4. Please expand and revise your discussion under results of operations for all periods to provide a more detailed analysis
of the reasons underlying each material quantitative change in operating measures from period to period. We note that while you
discuss certain factors to which changes are attributable, you do not quantify certain of these factors nor analyze the underlying
business reasons for the changes. For example, you attribute an increase in operating profits and operating margins in your Strategic
Marketing Services segment due to “increases in revenues, decrease[s] in total staff costs, and decreases in office and general,
offset by an increase in direct costs.” However, you do not fully analyze the underlying reasons for these changes. Where
there are material fluctuations individually or in aggregate, we believe your disclosures could be improved by ensuring that all
material factors are analyzed.

The Company confirms that, to the extent
material, it will expand its disclosure in its future SEC filings to include a more detailed analysis of the reasons underlying
each material quantitative change in operating measures from period to period.

Strategic Marketing Services, page 21

Strategic Marketing Services, page 24

 5. Please provide in MD&A greater transparency of the underlying reasons for your organic growth in revenues and profitability.
Specifically describe in this discussion the drivers of your organic revenue growth (i.e. greater ad spend by existing clients,
increase in the number of clients, new service offerings, and/or favorable pricing).

The Company confirms that, to the extent
material, it will expand its disclosure in its future SEC filings to include more detail on the underlying reasons for organic
growth in revenues and profitability. As noted, the reasons for such organic revenue growth are primarily due to greater and expanded
ad spend by existing clients (often following a recently successful campaign or marketing initiative), and new client account wins
by the Company’s subsidiary agencies.

Goodwill and Indefinite-Lived Intangible, page 50

 6. We note you disclose you have ten reporting units with reported goodwill. In your 2012 10-K, you disclosed that “each
partner firm that has reported goodwill will be tested separately as each partner firm qualifies as a reporting unit under the
Accounting Standards Codification guidance.” With a view towards expanded disclosure, please tell us if you revised your
reporting units and how you now group the partner firms for purposes of testing goodwill for impairment. If so:

 · tell why you made this change;

 · tell us if you would have recognized an impairment in goodwill under the previous methodology; and

 · provide us a summary that identifies, by reporting unit, each partner firm included within the unit, the carrying amount
of each partner firm’s goodwill, and the amount of any excess fair value or impairment.

The Company reports in two segments –
Strategic Marketing Services (“SMS”) and Performance Marketing Services (“PMS”), consistent with the review
by our CODM and management of the overall performance of the segments together with the individual operating results of the subsidiary
partner firms as a basis for making decisions regarding the allocation of resources.

Until 2012, the Company identified each subsidiary
partner firm with reported goodwill within the SMS and PMS segments as a separate reporting unit, consistent with the review by
our CODM and management of the individual operating results of the firms.

Beginning in 2013, the Company identified
each subsidiary partner firm with reported goodwill as a component business within either the SMS or PMS segment and aggregated
the component businesses with similar economic characteristics into separate reporting units within each of the segments. This
change was consistent with the review by our CODM and management of the overall performance of the segments as a basis for making
decisions regarding the allocation of resources. In making this change, the Company considered the effect of changes resulting
from the realignment of subsidiary partner firms in order to position the Company for future business development efforts and revenue
growth (for example, the Assembly media group).

Similar economic characteristics were assessed
based on the expected long-term average gross margins of the component businesses and other aggregation criteria in ASC 280, as
well as the related guidance in ASC 350. The subsidiary partner firms with reported goodwill were aggregated into seven reporting
units in 2013 and 10 reporting units in 2014. Changes to the reporting units in 2014 were made based largely on the Company’s
evaluation of the financial performance of its subsidiary partner firms and the acquisition of new subsidiary partner firms during
the year.

In 2013, the Company performed Step 1 of
the goodwill impairment test for each of its SMS and PMS reporting units. The fair value of each reporting unit exceeded its carrying
amount.

In 2014, the Company determined that it
was not more likely than not that the fair value of any of its SMS reporting units was less than its carrying amount. This determination
was based on a qualitative assessment of factors affecting the fair value or carrying amount of each SMS reporting unit, and took
into consideration the excess of the fair value of each SMS reporting unit over its carrying amount based on the Company’s
testing in the prior year. Therefore, the Company did not perform Step 1 of the goodwill impairment test for its SMS reporting
units. The Company performed Step 1 of the goodwill impairment test for each of its PMS reporting units. The fair value of each
PMS reporting unit exceeded its carrying amount.

Because goodwill is tested for impairment
at the reporting unit level, the Company was not required under GAAP to also test goodwill for impairment at a lower level of aggregation
as in 2012, and the Company did not otherwise do so. However, 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 units in
2013 or 2014.

We are providing the Staff on a confidential
and supplemental basis in a separate letter dated today additional detail concerning the goodwill of our reporting units.

The Company hereby acknowled

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    September 10, 2015

Via Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 001-13178

Dear Mr. Spirgel:

This letter will confirm that MDC Partners
and William Mastrianna (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most
recent comments of the Staff of the Division of Corporation Finance on or prior to September 18, 2015.

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

    Very truly yours,

    /s/ Mitchell Gendel

    Mitchell Gendel

    General Counsel & Corporate Secretary

Enclosures

 cc: William Mastrianna, Securities and Exchange Commission

Scott Kauffman, Chairman and Chief Executive Officer

David Doft, Chief Financial Officer

Christine LaPlaca, SVP, Accounting and Financial Reporting

Members of the Audit Committee, MDC Partners Inc.

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August 24, 2015

Via FedEx and Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 001-13178

Dear Mr. Spirgel:

This letter will confirm that MDC Partners
and William Mastrianna (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most
recent comments of the Staff of the Division of Corporation Finance on or prior to September 11, 2015.

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

    Very truly yours,

    /s/ Mitchell Gendel

    Mitchell Gendel

    General Counsel & Corporate Secretary

Enclosures

 cc: William Mastrianna, Securities and Exchange Commission

Scott Kauffman, Chairman and Chief Executive Officer

David Doft, Chief Financial Officer

Christine LaPlaca, SVP, Accounting and Financial Reporting

Members of the Audit Committee, MDC Partners Inc.

Mail Stop 3720

August 13 , 2015

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 1. Business

Competition, page 4

1. We note that your subsidiary firms cooperate through referrals and the sharing o f both
services and expertise.  Please provide  additional information as to how any cross -selling
arrangements are structured (such as from the Strategic Marketing Services segment to
the Performance Marketing Services segment) and, if material, the degree  to which
referrals and cross -selling contribute to organic  revenue growth.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 2

 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.

2. We note your disclosure that deferred acquisition consideration and payments to minority
shareholders will be a significant use of the Company’s liquidity in the foreseeable
future.  Please provide management’s view of the future trajectory and quantifications of
both deferred acquisition totals and redeemable noncontrolling interests.  Please also
provide the rationale and business reasons for structuring your various acquisi tions in part
with a deferred consideration component.  Please also expand your 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 busi nesses,  compounding
past deferred considerations that have remained outstanding (due to subsidiary revenue or
growth targets not being met), or downward redemption value adjustments.

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

Executive Summary, page 15

3. We note that you manage your business “by monitoring several financial and non -
financial performance indicators” such as revenues, operating expenses, and capital
expenditures.  In addition to these key i ndicators, please provide  any non -financial
indicators relating to the growth potential, financial health, and expectations of business
performance of your subsidiary companies.  Please refer to Securities Act Release No.
33-8350.  For example, please see Section III.B.1.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

4. Please expand and revise  your discussion under results of operations for all periods to
provide a more detailed analysis of the reasons underlying each material quanti tative
change in operating measures from period to period.  We note that while you discuss
certain factors to which changes are attributable, you do not quantify certain of these
factors nor analyze the underlying business reasons for the changes.  For exa mple, you
attribute an increase in operating profits and operating margins in your Strategic
Marketing Services segment due to “increases in revenues, decrease[s] in total staff costs,
and decreases in office and general, offset by an increase in direct co sts.”  However, you
do not fully analyze the underlying reasons for these changes.  Where there are material
fluctuations individually or in aggregate, we believe your disclosures could be improved
by ensuring that all material factors are analyzed.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 3

 Strategic Marketing Services, page 21
Strategic Marketing Services, page 24

5. Please provide in MD&A greater transparency of the underlying reasons for your organic
growth in revenues and profitability.  Specifically describe in this discussion the drivers
of your organic revenue growth (i.e. greater ad spend by existing clients, increase in the
number of clients, new service offerings, and/or favorable pricing ).

Goodwill and Indefinite -lived Intangible, page 50

6. We note you disclose you have ten reporting units with reported goodwill.  In your 2012
10-K, you disclosed that “each partner firm that has reported goodwill will be tested
separately as each partner firm qualifies as a reporting unit under the Accounting
Standards Codification guidance.”   With a view towards expanded disclosure, please te ll
us if you revised  your reporting units and  how you now group the partner firms for
purposes of testing goodwill for impairment.  If so:
 tell why you made this change;
 tell us if you would have recognized an impairment in goodwill under the
previous meth odology; and
 provide us a summary that identifies, by reporting unit, each partner firm included
within the unit, the carrying amount of each partner firm’s goodwill, and the
amount of any excess fair value or impairment.

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in poss ession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the co mpany is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company m ay not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 4

 You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact William
Mastrianna, Attorney -Advisor,  at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief,  at
(202) 551 -3257, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

September 1 1, 2014

Via E-mail
Mr. David Doft
Chief Financial Officer
MDC Partners, Inc.
745 Fifth Avenue
New York, NY 10151 -1714

Re: MDC Partners, Inc.
Form 10 -K for the Year Ended December 31, 201 3
File No. 001-13718
Filed March 10, 2014

Dear Mr. Doft:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

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August 13, 2014

Via FedEx and Edgar

Mr. Larry Spirgel

Ms. Jill Davis

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, 2013

Filed
March 10, 2014

Form
8-K filed February 20, 2014

Response
dated May 19, 2014

File
No. 001-13718

Dear Mr. Spirgel and Ms. Davis,

As a follow-up to our telephonic call on
July 23, 2014, the Company continues to believe that it’s accounting for the contingent payments in excess of the original
amounts recorded as financing activities in the consolidated statement of cash flows is correct. As we agreed on the call there
is no specific guidance on point relating to this treatment. Further we agreed that payments of contingent consideration of the
original amounts recorded are deemed to be seller financed debt, as such these payments should be recorded as a financing activity.

In accordance with ASC 805 contingent consideration
represents an obligation of the acquirer to transfer additional assets to selling shareholders if future events occur or conditions
are met. This liability should be recognized and measured at Fair Market Value at the acquisition date with any subsequent changes
flowing through the income statement. The guidance doesn’t discuss nor does the guidance indicate that the nature of the
obligation changes based on relative changes in the amount of the obligation and the ultimate settlement thereof.

In accordance with ASC 230 cash flows for
financing activities are: payments of dividends or other distributions to owners, including outlays to reacquire the enterprises
equity instruments, the repayment of amounts borrowed for seller financed debt among other things. ASC 230 further states in relation
to seller financed debt that the initial payments are investing activities and any subsequent payments are financing activities.
The guidance also states that all principal payments on seller financed mortgages on productive assets shall be financing activities.
The guidance further states that cash receipts and payments may have aspects of more than one class of cash flows. If so, the appropriate
classification shall depend on the activity that is likely to be the predominant source of cash flows for the item.

Based on the above guidance the Company
believes that since the guidance in ASC 805 does not distinguish between the nature of payments of the contingent payment obligations
to be paid as to whether they are the amount originally recorded or amounts subsequently adjusted. Just that total amounts due
are contingent payment obligations. The Company further believes that since the guidance in ASC 230 supports the classification
of contingent payment obligations as a type of seller financing and seller financing is deemed a financing activity. As stated
above ASC 230 supports the notion that payments may have aspects of more than one class of cash flows, thus the Company believes
that the predominant source of cash flows in relation to total contingent payments are financing activities.

The Company did a data base search of
how various companies treat these payments and found several examples of companies treating the total payments of contingent consideration
as financing activities. The Company also found other companies that appear to follow this treatment but based on the limited information
available we cannot conclude definitely that the increases in fair market value are in fact included in financing activities.

The Company also believes that treating
all payments of contingent consideration as financing activities is consistent with how the users of these financial statements
view them. The Company is consistently asked about selling financing i.e., contingent consideration and having all the payments
in one place will continue to help the users of our financial statements understand the total cash outflows related to our acquisitions.

The Staff also asked the Company to
comment on the cash flow treatment of original and contingent purchase price payments deemed to be compensation. While the
Company believes these payments to be immaterial, for the same reasons stated above the Company believes that these payments
should be treated as financing activities. Again ASC830 does not distinguish between the accounting treatment of these types
of purchase price payments as something other than original purchase price or contingent purchase price. For this reason the
Company believes the payments of these amounts following the guidance under ASC 230 again supports the notion that payments
may have aspects of more than one class of cash flows. Thus the Company believes that the predominant source of cash flows in
relation to total contingent payments is financing activities.

*            *            *            *            *

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: Jonathan Groff, Staff Attorney

Kathryn Jacobson, Staff Accountant

Dean Suehiro, Staff Accountant

      Securities and Exchange Commission

Miles
S. Nadal, Chairman and Chief Executive Officer

Mitchell Gendel, General Counsel & Corporate Secretary

Michael Sabatino, Chief Accounting Officer

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

Thomas McLoughlin, BDO USA LLP

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			July 23, 2014

Via FedEx and Edgar

Mr. Larry Spirgel

Ms. Jill Davis

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, 2013

  Filed March 10, 2014

  Form 8-K filed February 20, 2014

  Response dated May 19, 2014

  File No. 001-13718

Dear Mr. Spirgel and Ms. Davis,

We greatly appreciate your further time
and consideration earlier today to discuss certain responses of MDC Partners Inc. (the “Company”) to the comments
of the Staff of the Division of Corporation Finance, as set forth in our prior letter to the Staff dated June 26, 2014.

As discussed, in responding to Comment
7 of the comment letter previously received from the Staff, the Company will promptly revise all references to “Free Cash
Flows” (as presented in the Company’s recent earnings releases). Specifically, in future earnings releases the Company
will use the term “Adjusted EBITDA Available for General Capital Purposes” in place of “Free Cash Flow.”
In addition, as discussed with you on today’s call, the Company will present a detailed definition and complete reconciliation
of this non-GAAP measure to Net Income under GAAP.

*                                   *                                  *                                  *                                  *

The Company hereby acknowledges the following:

 · the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please direct any questions concerning
the above responses to the undersigned (telephone: (646) 429-1805; fax: (212) 937-4365).

    Very truly yours,

    /s/ David Doft

    David Doft

    Chief Financial Officer

 cc: Jonathan Groff, Staff Attorney

Kathryn Jacobson, Staff Accountant

Dean Suehiro, Staff Accountant

                 Securities and Exchange Commission

Miles S. Nadal, Chairman and Chief Executive
Officer

Mitchell Gendel, General Counsel & Corporate
Secretary

Michael Sabatino, Chief Accounting Officer

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

Thomas McLoughlin, BDO USA LLP

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			June 26, 2014

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, 2013

  Filed March 10, 2014

  Form 8-K filed February 20, 2014

  Response dated May 19, 2014

  File No. 001-13718

Dear Mr. Spirgel:

Set forth below are
the responses of MDC Partners Inc. (the “Company”) to the additional comments of the Staff of the Division of
Corporation Finance, which were set forth in your letter dated June 13, 2014 regarding the Company’s above-referenced filings
and correspondence. The responses to the Staff’s comments are provided in the order in which the comments were set out in
the June 13th 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, 2013

Consolidated Statement of Cash Flows, pages 48-49

 1. We note your response to comment 3. We note that payment amounts attributable to the accretion of present value and changes
in fair value are recorded as an expense in the statement of operations. Accordingly, please reclassify the component of acquisition
related payments attributable to changes in fair value and accretions of present value under operating activities.

The Company believes that its
classification of the component of acquisition related payments attributable to changes in fair value and accretions of
present value under financing activities is appropriate. Since there is no specific guidance on point, the Company believes
the guidance in ASC 230-10-45-13c and 230-10-45-14 through 45-15c justifies the Company’s position. This guidance
states that payments at the time of purchase or soon before or after purchase to acquire property, plant, and equipment and
other productive assets are investing activities. The guidance continues to state that however, incurring debt directly
related to a seller is a financing transaction and subsequent payments of principal on that debt thus are financing cash
outflows. By analogy, the Company believes the guidance in ASC 230 would indicate that payments related to acquisitions that
are made in periods subsequent to the original purchase should be classified as financing activities.

The Staff is seeming to suggest that because
increases in the contingent earn out liability was charged to operations and thus was a non-cash operating activity item for the
statement of cash flows, then the payment of this incremental amount should be reflected in operating activities. We do not think
this is appropriate or required. If the earn out liability was reduced, the credit to operations would be reflected as a non-cash
reduction to cash flows from operating activities. The Company’s payment of this reduced liability would be a financing activity,
with no offset to the earlier non-cash amount. Furthermore, for fixed assets, the initial payment for the asset is an investing
activity, while the depreciation of the asset is an operating activity and the replacement cost for that depreciated asset is another
investing activity.

Therefore, the Company believes that while
deferred acquisition consideration payments are not debt by their nature, they are a type of seller-financing. The change in deferred
acquisition amounts closely represent what we would pay for the acquired business if we acquired that business today. These earn-outs
are negotiated as a means for us to acquire the target company today when a seller believes his company will be worth more several
years in the future. Without the inclusion of earn-outs the majority of our acquisitions would not come to fruition. Thus we believe
this further supports our position that the deferred acquisition liability inclusive of any changes are a direct cost related to
funding the acquisition and therefore should be reflected as a financing activity in our cash flows. In addition the concept that
the deferred acquisition (inclusive of changes) is a form of seller financing is supported by the fact that the Company’s
credit agencies, Moody’s and Standard & Poors, each treat these payments as debt when determining the Company’s
credit rating.

Also of note, is that both equity and credit
investors in the Company focus on the underlying cash generation of the Company’s day-to-day operations to get the best indication
of the health of the business. They further view all components of deferred acquisition consideration as principal payment for
acquisitions and thus contingent debt on the balance sheet when conducting equity valuation analysis.

The Company will expand its disclosure in
the footnotes to clearly address how the payments are accounted for in the cash flow statement. The Company will add a statement
that the Acquisition related payments included in the Cash Flows from financing activities represent both payment of the initial
contingent liability recorded and subsequent changes in the fair value of the liability.

 2. Please tell us how the line item “Adjustment to Deferred Acquisition Consideration” (Cash Flows from Operating
Activities) reconciles to “Redemption Value” as presented on page 79. In addition, include in footnote 13 your definitions
of “Grants” and “Redemption Value Adjustments” as stated in your response to comment 6.

The line item “Adjustment
to Deferred Acquisition Consideration” (Cash Flows from Operating Activities) includes the adjustments for changes in fair
value and accretions of present value that are flowing through the applicable period’s operating results, but excludes the
adjustments that are flowing through stock-based compensation (which are compensatory charges also included in the periods’
operating results). The “Redemption Value” on page 79 includes “Adjustments to Deferred Acquisition Consideration”
plus the adjustments related to the deferred acquisition consideration that are recorded as stock-based compensation.

The Company confirms
it will include in footnote 13 the specific definitions of “Grants” and “Redemption Value Adjustments,”
as stated in our previous response to comment 6 and further clarified in response 6 below.

Deferred Acquisition and Contingent Consideration (Earnouts),
page 37

Critical Accounting Policies (Business Combinations),
page 40

 3. We note your response to comment 4. It appears that you used the income approach to measure the fair value of the deferred
acquisition and contingent consideration arrangement. If so, please tell us the following

 a. What approaches you used to estimate future cash flows;

 b. How you gave effect to contract valuation formulas in your measurements; and

 c. What discount rates were used and whether they were developed from a market participant’s perspective.

In addition, please tell us why the quarterly
adjustments are impacted by the change in the various contractual valuation formulas.

The Company does use the income
approach to measure the fair value of deferred acquisition and contingent consideration arrangements. This approach is used because
the underlying contractual formulas are based on the future operating results of the acquired companies. The Company uses the average
of multiple estimated growth rates to determine the estimated operating results which are the basis for the deferred acquisition
and contingent consideration arrangements. These growth rates are applied to the estimated operating results for the current year
which are updated on a quarterly basis. The Company performs a detailed review of each acquired entity’s budget for the current
year and strategic plan for the next three years to determine estimated growth rates. The Company then uses a range of expected
growth rates based on its knowledge of the industry and recent experience. The average of these estimated growth rates is applied
to current budget.

All of the deferred acquisition
and contingent consideration arrangements have stated contractual valuation formulas which are used to determine the estimated
payments to be made. All of these formulas are based on current and future operating results.

The Company uses its weighted
average cost of capital (“WACC”) which it has determined to be consistent with other market participants. The WACC
rate for 2013 was 9.5%. As part of our WACC analysis, the Company looked to the average of its comparable peers’ weighted
average cost of capital to determine the relevant market WACC. The Company performed a detailed analysis of the capital
structure and cost of debt and equity for each of the peers, which represent the primary competition for business and the acquisition
of new partner agencies. The data shows that the difference between MDC’s weighted average cost of capital and that
of its peers is de-minimis.

Quarterly adjustments are impacted
based on changes in contractual valuation formulas in such that the formulas do not change on a quarterly basis but the estimated
operating results do change based on the nature of the industry. Quarterly changes to estimated operating results occur due to
either significant new clients wins (greater than those budgeted for) and/or significant client losses and/or a lack of new client
wins (which had been budgeted for) occur. These occurrences impact the estimated operating results which in turn impact the estimated
deferred acquisition and contingent consideration arrangement payments to be made.

11. Bank Debt, Long-term Debt and Convertible Notes, page
72

 4. We note your response to comment 5. We also note that you were required to obtain consent
from your lenders for payment of dividends to you by the Loan Parties (such named subsidiaries on the signature page of your Restated
Credit Agreement) to permit you to redeem the stock appreciation rights. Considering that such Loan Parties may not transfer assets
to you without the consent of your lenders, it appears to us that you have restrictions on the transferability of assets from such
Loan Parties (restricted subsidiaries). We therefore reiterate our previous comment. Please tell us how you calculated your proportionate
share of restricted net assets of your consolidated and unconsolidated subsidiaries for the purposes of providing restricted net
asset disclosures and parent-only financial statements.

The Company acknowledges that lender consent was obtained to
permit redemption of the stock appreciation rights, including to the extent Loan Parties made cash dividends to Parent to fund
such redemption. However, we instead respectfully refer to the instruction contained within both Rule 4-08(e)(3)
and Rule 5-04. Specifically, “where restrictions on the amount of funds which may be loaned or advanced differ from
the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used.”
The Company confirms that there are no restrictions contained in the Credit Agreement with respect to the amount of funds that
may be loaned and/or advanced by and among Loan Parties, including Parent; to the contrary, such intercompany advances and/or
loans are expressly permitted by the Credit Agreement.

13. Fair Value Measurements, page 79

 5. We note your response to comment 6. For each significant acquisition disclosed in note 4 on
page 63, please tell us the specific factors that you considered in concluding that as of the acquisition dates, the contingent
consideration was not considered a compensatory arrangement pursuant to ASC 805-10-55-25.

The Company reviews each purchase
agreement for elements of compensatory arrangements. If any compensatory arrangements exist, the Company classifies such arrangements
as a stock-based compensation charge. The Company’s purchase agreements for new acquisitions are similar and may at times
contain elements of compensatory arrangements. For example, if a purchase agreement contains a provision that require a seller
to forfeit payments if employment terminates, then such payments are classified as a stock-based compensation charge. We also evaluate
the employees’ total compensation to confirm that it is at a reasonable level compared to the other executives in the company
(which it has been for all previous acquisitions). The purchase consideration paid must also be in proportionate share to the economic/ownership
interest sold to the Company, which all deals have been to date. The payments are derived from formulaic calculations based on
the results of operations (or earnings) for the acquired equity, and as such are treated as acquisition payments for tax purposes.

In addition, the Company may
from time to time have compensatory elements included in our step-up agreements, pursuant to which the Company acquires the remaining
minority equity interests from an agency founder. In these transactions, a portion of the applicable purchase payments may be contingent
on continued employment. Therefore, those payments are appropriately treated as stock-based compensation which amounted to approximately
$6.2 million for 2013.

 6. We note your response to comment 6. Please tell us what you mean by “stock based compensation
charges relating to acquisition payments that are tied to continued employment”. Also, tell us why the accretion of the present
value is not reflected in the table on page 79 showing the movement of the “contingent payments” liability account.

In Company’s response to
comment 6 “stock based compensation charges relating to acquisition payments that are tied to continued employment”
refers to when there is a compensatory element in our acquisition agreements as noted in response 5 above. These arrangements are
charged to the operating results through stock-based compensation when earned. These amounts are generally settled in cash payments,
not stock. Any amounts not paid when earned are included in the liability - deferred acquisition consideration. The Company believes
this to be a conservative treatment. As stated above in comment 1, the credit agencies and both equity and credit investors in
the Company view deferred acquisition consideration as debt when evaluating the financial health of the Company.

Redemption
Value Adjustments also include the accretion of the present value. The Company will update the definition of Redemption Value Adjustments
to fair value changes from the Company’s initial estimates of deferred acquisition payments, including the accretion of present
value and stock based compensation charges relating to acquisition payments that are tied to continued employment.

Form 8-K filed February 20, 2014

Exhibit 99.1

Schedule 4

Free Cash Flow

 7. We note your responses to comments 7 and 9. Since “Free cash flows” as presented
in your earnings releases includes line items that are of an operating nature, we do not believe that it is appropriate to characterize
this measure as “Free cash flows” or “Adjusted cash flows”. Accordingly, please revise future filings.
Confirm in writing that you will do so and explain to us how you intend to comply.

The Company respectfully disagrees
and continues to believe that “free cash flow” is an appropriate term. Alternatively, when identified adjustments are
necessary to an investor’s understanding of the presentation, the term “adjusted free cash flow” would be used.

While the Company recognizes
that this measure does not have a uniform definition and its title does not describe how it is calculated, the Company believes
that free cash flow, as currently defined by the Company, helps investors analyze underlying trends in our business, evaluate the
performance of our business both on an absolute basis and relative to our peers and the broader market, provides useful information
to both management and investors

June 13 , 2014

Via E-mail
Mr. David Doft
Chief Financial Officer
MDC Partners, Inc.
745 Fifth Avenue,
New York, NY 10151 -1714

Re: MDC Partners, Inc.
Form 10 -K for the Year Ended December 31, 201 3
Filed March 10, 2014
Form 8 -K filed February 20, 2014
Response dated May 19, 2014
File No. 001-13718

Dear Mr. Doft:

 We have reviewed your response letter and have the following comments.  As noted in
our letter dated May 9, 2014, we have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to other portions of your documents.
In some of our comments, we may ask you to provide us with information so we may better
understan d your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your fac ts and circumstances, please tell
us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31 , 2013

Consolidated Statement of Cash Flows,  pages 48 -49

1. We note your response to comment 3.   We note that payment amounts attributable to the
accretion of present value and changes in fair value are recorded as an expense in the
statement of operations.   Accordingly, please reclassify the compone nt of acquisition
related payments attributable to changes in fair value and accretion s of present value
under operating activities.

Mr. David Doft
MDC Partners, Inc.
June 13 , 2014
Page 2

2. Please tell us how the line item “Adjustment to Deferred Acquisition Consideration”
(Cash Flows from Operating Activities) reconciles to “Redemption Value” as presented
on page 79.   In addition, include in footnote 13 your definitions of “Grants” and
“Rede mption Value Adjustments” as stated in your response to comment 6 .

Deferred Acquisition and Contingent Consideration (Earnouts), page 37

Critical Accounting Policies (Business Combinations), page 40

3. We note your response to comment 4.   It appears that you used the income approach to
measure the fair value of the deferred acquisition and contingent consideration
arrangement.   If so,   please tell us the following

a. What approaches  you use d to estimate future cash flows ;
b. How you gave effect to contract valuation formulas in your measurements ; and
c. What discount rates were used and whether they were developed from a market
participant’s perspective.

In addition, please tell us why the quarterly adjustmen ts are impacted by the change in
the various contractual valuation formulas.

11. Bank Debt, Long -term Debt and Convertible Notes, page 72

4. We note your response to comment 5.   We also note that you were required to obtain
consent from your lenders for pay ment of dividends to you by the Loan Parties (such
named subsidiaries on the signature page of your Restated Credit Agreement) to permit
you to redeem the stock appreciation rights.   Considering that such Loan Parties may not
transfer assets to you without  the consent of your lenders, it appears to us that you have
restrictions on the transferability of assets from such Loan Parties (restricted
subsidiaries).   We therefore reiterate our previous comment.   Please tell us how you
calculated your proportionate  share of the restricted net assets of your consolidated and
unconsolidated subsidiaries for the purposes of providing restricted net asset disclosures
and parent -only financial statements.

13.  Fair Value Measurements, page 79

5. We note your response to  comment 6.   For each significant acquisition disclosed in note 4
on page 63, please tell us the specific factors that you considered in concluding that a s of
the acquisition date s, the conting ent consideration was not considered a compensatory
arrangement  pursuant to ASC 805 -10-55-25.

Mr. David Doft
MDC Partners, Inc.
June 13 , 2014
Page 3

 6. We note your response to comment 6.   Please t ell us what  you mean by  “stock based
compensation charges relating to acquisition payments that are tied to continued
employment .”  Also, tell us why the accretion of the present  value is not reflected in the
table on page 79 showing the movement of the “contingent payments” liability account.

Form 8 -K filed February 20, 2014

Exhibit 99.1

Schedule 4

Free Cash Flow

7. We note your responses to comments  7 and 9.   Since “Free cash flows ” as presented in
your earnings releases include s line items that are of an operating nature, we do not
believe that it is appropriate to characterize this measure as “Free cash flows ” or
“Adjusted cash flows. ”  Accordingly, please r evise future filings.  Confirm in writing that
you will do so and explain to us how you intend to comply.

8. Please tell us how you intend to address "record results" in your future earnings releases,
since the phrase does not appear to apply to your measures of liquidit y and performance
under GAAP.

You may c ontact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters .  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

			May 19, 2014

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, 2013

  Filed March 10, 2014

  Form 8-K

  Filed February 20, 2014

  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 May 9, 2014 (the “May 9th 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 May 9th 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, 2013

General

 1. Please revise to report your correct Commission File Number, which is 1-13718.

The
Company confirms that it will use the correct Commission File Number (1-13718) in all future filings.

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

    1

Year Ended December 31, 2013 Compared to Year Ended December
31, 2012, page 26

 2. Please discuss significant trends that affect or are expected to affect your results of operations. In order to provide
your investors greater transparency regarding the primary drivers for your organic revenue growth and operation profit, please
discuss

 · If true, that 65% of your business is now online, social media and digital;

 · How your revenue mix has shifted to more fee-based revenue compared to pass-through revenue; and

 · How such trends impacted your earnings.

We note your statements in your Q4 2013 Earnings
Call.

The Company provides
a broad range of marketing communications services to clients that integrates various mediums of advertising, including traditional
media (TV or print), out of home, experiential, digital, online or social media. We consider MDC Partners to be born “modern”;
i.e., using whatever media channels are appropriate for a particular client/campaign in order to drive the desired result. Almost
all campaigns now incorporate a new media component. The Company’s agencies may start with traditional advertising that drives
consumers to digital executions or start with digital executions that drive traditional reach. We focus on attracting and retaining
the most forward-thinking talent in our industry to provide these services to our clients. It is our ability to deliver effective
marketing communications to our clients that attracts incremental revenue and new business opportunities with our existing clients
and attracts new clients; both of which represent primary drivers of organic growth. This organic growth is primarily fee revenue
and since a significant amount of this growth is from existing clients, the margins on this work are higher than normal, thus increasing
operating profits.

Pass-through revenue
has no impact on operating profits, but impacts organic growth and operating margins. This is revenue, with no margin attached,
that is incurred on the clients’ behalf where we were acting as principal versus agent for certain client contracts. Therefore,
the more client contracts that are purely fee-based that we have -- where we are acting as agent and thus have no pass-through
costs included in revenue -- the higher our profitability and margins, even though that could lower our organic growth. This is
due to existing staff being able to service existing clients even if the scopes of work or additional client assignments are won.
In addition, when new clients are won, the first year of the client relationship is typically the most profitable, as it is often
difficult to staff up quickly enough to meet the clients’ needs. As a result, our existing staff will typically work on multiple
assignments until new, additional staff can be added, which temporarily keeps our expenses lower as a percentage of revenue. For
clients that require additional pass-through costs, those costs (and related services) are typically performed by people outside
of MDC Partners.

    2

In our Management’s
Discussion and Analysis (“MD&A”) section of the Form 10-K for the year ended December 31, 2013, we discussed the
impact of pass-through costs and the drivers impacting profitability, which are organic revenue changes and staff costs. As noted
above, MDC Partners uses all types of media to provide optimal solutions for our clients. Therefore, we believe that highlighting
any one form of revenue source in the MD&A would not provide any additional meaningful information to investors. In fact, our
agencies typically get hired to deliver a result without specifying the media to be used. Further, during the earnings call management
referenced our increase in online, social media and digital revenue as an example of how we are a modern business using whatever
media is most beneficial to our clients, as compared to our competitors which focus on a silo approach. That silo approach does
not integrate all mediums of advertising, and management was therefore explaining its points of differentiation. The Company will
continue to discuss the impact of pass-through costs and the drivers impacting profitability in future filings.

Consolidated Statement of Cash Flows, pages 48-49

 3. With regard to the “Acquisition related payments” line item under financing activities,
please tell us the payment amounts attributable to the initial estimated present value of the underlying obligations recorded at
the acquisition dates, the accretion of present value and changes in fair value.

Acquisition related
payments for the years ended December 31, 2013, 2012 and 2011 consist of initial estimated present value payments of $75,405,000,
$58,481,000 and $33,908,000, respectively; accretion of present value of $12,614,000, $7,663,000 and $2,998,000, respectively;
and changes in fair value of $31,553,000, $2,581,000 and ($2,619,000), respectively.

There are significant
fair value adjustments for the year end December 31, 2013 primarily due to two our agencies exceeding our initial estimates of
future growth. In our industry, profitability has the potential to change significantly based on significant new clients wins and
significant existing client losses. In this case, two of our agencies had significant client wins and have subsequently continued
to grow at a pace in excess of our initial estimates, and we have accordingly adjusted those estimates.

Deferred Acquisition and Contingent Consideration (Earnouts),
page 37

Critical Accounting Policies (Business Combinations),
page 40

 4. Please further disclose the methods and assumptions that you used to determine the fair value of the deferred acquisition
and contingent consideration as of the acquisition and re-measurement dates, including but not limited to the contractual valuation
formulas related inputs which you cited in Note 13.

    3

The Company confirms
that future filings will include, in the Critical Accounting Policies (Business Combinations) section under Item 7 of Management’s
Discussion and Analysis of Financial Condition and Results of Operations, the following additional disclosures:

 · The Company records the initial deferred acquisition consideration liability based on its estimated
present value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent
on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period, and, in some
cases, the currency exchange rate on the date of payment. These estimates are adjusted quarterly based on changes in current information
affecting each subsidiaries current operating results and the impact this information will have on future results included in the
calculation of the estimated liability. In addition, change in various contractual valuation formulas as well as adjustments to
present value impact quarterly adjustments.

11. Bank Debt, Long-term Debt and Convertible Notes, page
72

 5. In the last paragraph, we note that you referred to restricted subsidiaries (as defined in
the indenture). Since you have a consolidated shareholders’ deficit, your net asset base is zero for the purpose of computing
your proportionate share of the restricted net assets of your consolidated subsidiaries. Please tell us how you calculated your
proportionate share of the restricted net assets of your consolidated subsidiaries for the purposes of providing restricted net
assets footnote disclosure pursuant to Rule 4-09(e) of Regulation S-X and parent-only financial statements pursuant to Rule 5-04
of Regulation S-X.

The Company’s
disclosure on page 72 of Form 10-K in footnote 11 (Bank Debt, Long-Term Debt and Convertible Notes) discusses the Indenture covenants
that restrict MDC’s ability to “pay dividends” and relates to restrictions on dividends that MDC could pay to
its shareholders, not on dividends the Company’s restricted subsidiaries can pay to MDC. There are no restrictions on the
transferability of any asset from a restricted subsidiary to MDC. Therefore, management believes that Rule 4-08(e) of Regulation
S-X and parent-only financial statements pursuant to Rule 5-04 of Regulation S-X, do not apply.

13. Fair Value Measurements, page 79

 6. Please tell us what “grants” and “redemption value” represent.

The term “Grants”
as used on page 79 of the Form 10-K (footnote 13 Fair Value Measurement) relates to the initial estimated deferred acquisition
payments of new acquisitions completed within that fiscal year.

The term “Redemption
value adjustments” as used in the same footnote relates to fair value changes from the Company’s initial estimates
of deferred acquisition payments and stock based compensation charges relating to acquisition payments that are tied to continued
employment.

    4

Form 8-K filed February 20, 2014

Exhibit 99.1

 7. The presentation of non-GAAP measures without presenting the most directly comparable GAAP
measures appears to attach undue prominence to the non-GAAP measures. For example, we note the non-GAAP measures in your press
release headlines and the full year and fourth quarter highlights without the presentation of the most directly comparable GAAP
measures. Also, we note your reference to “record results”. However we note your GAAP loss from continuing operations
and net loss. Please revise accordingly.

The Company confirms
that it will include additional bullet points to reference the Company’s net income/loss when presenting non-GAAP measures.

Schedules 2 and 3

Reconciliation of Operating Income (Loss) to EBITDA

 8. Since you reconcile your non-GAAP measure to operating loss, instead of net loss, please revise
your caption of such non-GAAP measure from EBITDA to Adjusted Operating Profit. Otherwise, please reconcile EBITDA to net loss.
If you adjust such measure for items other than interest, tax, depreciation, and amortization, please revise the title to “Adjusted
EBITDA”.

The Company confirms
that it will change future filings to reconcile EBITDA to net income/loss. In addition, if the Company adjusts the measure of EBITDA
for items other than interest, tax, depreciation, and amortization, the Company will use the term “Adjusted EBITDA”.

Schedule 4

Free Cash Flow

 9. We note that this measure as currently presented excludes line items that are of an operating
nature. Accordingly, we do not believe that it is appropriate to refer to this measure as “free cash flows”. Please
revise.

The Company confirms
that it will revise all future filings to use the term “Adjusted Free Cash Flow”.

*                   *	                   *	                   *	                   *

    5

The Company hereby acknowledges the following:

 · the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please direct any questions concerning
the above responses to the undersigned (telephone: (646) 429-1805; fax: (212) 937-4365).

    Very truly yours,

    /s/ David Doft

    David Doft

    Chief Financial Officer

Enclosures

 cc: Jonathan Groff, Staff Attorney

Kathryn Jacobson, Staff Accountant

Dean Suehiro, Staff Accountant

	          Securities and Exchange Commission

Miles S. Nadal, Chairman and Chief Executive
Officer

Mitchell Gendel, General Counsel & Corporate
Secretary

Michael Sabatino, Chief Accounting Officer

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

Thomas McLoughlin, BDO USA LLP

    6

May 9 , 2014

Via E-mail
Mr. David Doft
Chief Financial Officer
MDC Partners, Inc.
745 Fifth Avenue,
New York, NY 10151 -1714

Re: MDC Partners, Inc.
Form 10 -K for the Year Ended December 31, 201 3
Filed March 10, 2014
Form 8 -K filed February 20, 2014
File No. 001-13718

Dear Mr. Doft:

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures  and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do no t
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31 , 2013

General

1. Please revise to report your correct Commission File Number, which is 1 -13718.

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 2

 Item 7. Management’s Discus sion and Analysis of Financial Condition and Results of
Operations

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012, page 26

2. Please discuss significant trends that affect or are expected to affect your results of
operations.   In order to provide your investors greater transparency regarding the pri mary
drivers for  your organic revenue growth and operating profit, please discuss

 If true, that 65% of your business is now online, social media, and digital;
 how your revenue mix has shifted to more fee -based revenue compared to pass -
through revenue; and
 how such trends impacted your earnings.

We note your statements in your Q4 2013 Earnings Call.

Consolidated Statement of Cash Flows, pages 48 -49

3. With re gard to the “Acquisition related payments” line item under financing activities,
please tell us the payment amount s attributable to  the initial estimated present value of
the underlying obligation s recorded at the  acquisition  dates, the accretion o f presen t value
and changes in fair value.

Deferred Acquisition and Contingent Consideration  (Earnouts) , page 37

Critical Accounting Policies  (Busines s Combinations) , page 40

4. Please further disclose  the methods and assumptions that you used to determine t he fair
value of the deferred acquisition and contingent consideration as of the acquisition and
remeasurement dates, including but not limited to the contractual valuation formula s and
related  inputs which you cited in Note 13.

11. Bank Debt, Long -term Debt and Convertible Notes, page 72

5. In the last paragraph, we note that you referred to restricted subsidiaries (as defined in the
indenture).   Since you have a consolidated sharehold ers’ deficit, your net asset base is
zero for the purpose of computing  your proportionate share of the restricted net assets of
your consolidated subsidiaries.  Please tell us how you calculated your proportionate
share of the restricted net assets of your consolidated subsidiaries for purposes of
providing restricted net as sets footnote disclosure pursuant to Rule 4 -08(e) of Regulation
S-X and parent -only financial statements pursuant to Rule 5 -04 of Regulation S -X.

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 3

 13.  Fair Value Measurements, page 79

6. Please tell us what “grants” and “redemption value” represent.

Form 8-K filed February 20, 2014

Exhibit 99.1

7. The presentation of non -GAAP measures without presenting the most directly
comparable GAAP measures appears to attach undue prominence to the non -GAAP
measures.   For example, we note the non-GAAP measures in your press release headlines
and the full year and fourth quarter highlights without the presentation of the most
directly comparable GAAP measures.  Also, we note yo ur reference to “record results” .
However, w e note your GAAP loss fr om continuing operations a nd net loss.  Please
revise ac cordingly.

Schedules 2 and 3

Reconciliation of Operating Income (Loss) to EBITDA

8. Since you reconcile your non -GAAP measure to operating loss, instead of net loss, please
revise your caption of suc h non -GAAP measure from EBITDA to Adjusted Operating
Profit.  Otherwise, please reconcile EBITDA to net loss.  If you adjust such measure for
items other than interest, tax, depreciation, and amortization, please revise the title to
“Adjusted EBITDA. ”

Schedule 4

Free Cash Flow

9. We note that this measure as currently presented exclude s line items that are of an
operating nature.  Accordingly, we do not believe that it is appropriate to refer to this
measure as “free cash flows .”  Please revise.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
ackno wledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 4

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fili ng; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spirgel
Assistant Director

January 15, 2013

Via E -mail
David B. Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
Form 10 -K for the Year Ended December 31,  2011
Filed March 15, 2012
File No. 001 -13718

Dear Mr. Doft:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or its filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage  for

                                                         Larry Spirgel
        Assistant Director

CORRESP
1
filename1.htm

			January 2,
2013

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 December 20, 2012 (the “December 20th 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 December 20th 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-Q for the Quarterly Period Ended September 30,
2012

Variable Interest Entity, page 10

 1. We note your response to comment 11 from our letter Dated November 27, 2012. Tell us your analysis as to whether the equity
holders that currently represent a 70% voting ownership have the power to direct the activities that most significantly affect
the economic performance of Doner Partners. For instance, do they have the substantive ability to make unilateral decisions about
strategic or operating activities until their interest is bought out? Additionally, given that you have a convertible preferred
interest that allows you to increase your voting ownership to 70% for no additional consideration, tell us why you have not exercised
such right.

The equity holders that currently represent
a 70% voting ownership do not have the power to direct the activities that most significantly affect the economic
performance of Doner Partners. Specifically, these other equity holders do not have the ability or authority to make unilateral
decisions about strategic or operating activities. All significant decisions about strategic and operating activities, including
approval of the annual operating and capital expenditures budgets; hiring or termination of key executive officers; and engaging
in business activities outside of Doner Partners’ ordinary course of business, each require the prior approval and consent
of MDC Partners. MDC Partners has determined not to exercise its convertible preferred interest at this time in order to defer
triggering the acceleration of certain contractual payments to former stockholders of Doner in advance of the current payment dates.
Doner Partners will continue to make all these applicable contractual payments to former stockholders when due in accordance with
the underlying terms and conditions.

*	                           *	                           *	                           *	                           *

Please direct any questions concerning
the above responses to the undersigned (telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary
Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

    Very truly yours,

    /s/ David Doft

    David Doft

    Chief Financial Officer

Enclosures

    2

 cc: Jonathan Groff, Staff Attorney

Kathryn Jacobson, Staff Accountant

Dean Suehiro, Staff Accountant

Securities and Exchange Commission

Miles S. Nadal, Chairman and Chief Executive Officer

Mitchell Gendel, General Counsel & Corporate Secretary

Michael Sabatino, Chief Accounting Officer

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

Thomas McLoughlin, BDO USA LLP

Ethan Klingsberg, Esq., Cleary Gottlieb Steen &
Hamilton LLP

    3

December 20, 2012

Via E -mail
David B. Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151

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
File No. 001 -13718

Dear Mr. Doft:

We have  reviewed your response letter dated December 10, 2012  and your filings and
have the following comments.  Please provide us with  the requested  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  addit ional comments.

Form 10 -Q for the Quarterly Period Ended September 30, 2012
Variable Interest Entity, page 10
1. We note your response to comment 11 from our letter dated November 27, 2012.  Tell us
your analysis as to whether the equity holders t hat currently represent a 70% voting
ownership have the power to direct the activities that most significantly affect the
economic performance of Doner Partners.  For instance, do they have the substantive
ability to make unilateral decisions about strateg ic or operating activities until their
interest is bought out?  Additionally, given that you have a convertible preferred interest
that allows you to increase your voting ownership interest to 70% for no additional
consideration, tell us why you have not e xercised such right.

David B. Doft
MDC Partners Inc.
December 20, 2012
Page 2

 You may contact Kathryn Jacobson, Staff Accountant, at 202 -551-3365 or Dean Suehiro,
Staff Accountant , at 202 -551-3384  if you have questions regarding comments on the financial
statements and related matters.  Please contact Jonathan G roff, Staff Attorney, at 202 -551-3458
or me at 202 -551-3810 with any other questions.

Sincerely,

 /s/ Robert S. Littlepage  for

                                                         Larry Spirgel
        Assistant Director

CORRESP
1
filename1.htm

                               			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

November 27, 2012

Via E -mail
David B. Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
Form 10 -K for the Year Ended December 31, 2011
Filed March 15, 2012
File No. 001 -13718
Form 10 -Q for the Quarterly Period Ended September 30, 2012
Filed November 9, 2012
File No. 001 -13718
Form 8 -K
Filed November 5, 2012
File No. 001 -13718

Dear Mr. Doft:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days and indicate that you will comply
with our comments in  future filings.   Confirm in writing that you will do so and also explain to
us how you intend to comply.  If you do not believe our comments apply to your facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tel l us why
in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 2

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

Item 7. Management’s Discussion and Analysis of Financial Condition a nd 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 th rough 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 Operatio ns
(Release Nos. 33 -8350, dated December 29, 2003).

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
accounti ng literature.

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 u pon 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.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 3

 Definitive Proxy Statement Incorporated by Reference Into Part I II

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 perfo rmance of those
peer companies.

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.

Form of Long -Term Incentives; EVARs, page 20

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

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.  Ple ase 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.

Summar y 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 va lue 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.

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.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 4

 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.

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’s 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 a primary beneficiary pursuant to ASC 820 -
20-50-12.

Form 8 -K filed November 5, 2012
Exhibit 99.1
12. We believe that your earni ngs release gives undue prominence to the presentation and
discussion of non -GAAP measures throughout the earnings release, particularly liquidity
measures (i.e., free cash flow and total free cash flow), EBITDA margin, and net debt -to-
pro forma EBITDA. In  this regard, we note that you did not discuss the comparable
GAAP measures alongside these non -GAAP measures.   In addition, you did not disclose
how pro forma EBITDA was calculated. Accordingly, we believe that you should revise
future earnings releases t o comply with the reporting requirements of Item 10(e) of
Regulation S -K.  Refer to Instruction 2 to Item 2.02 of Form 8 -K in this regard.

13. We note on Schedule 4 that you reported Total Free Cash Flow per Share, which is a non -
GAAP liquidity measure per  share.   We believe it is not appropriate to present a non -
GAAP liquidity measure per share in your filings with us, including your Form 8 -K
earnings releases.   Please revise in future filings to delete your Total Free Cash Flow per
Share presentation.   Additionally, please reconcile your Free Cash Flow and Total Free
Cash Flow non -GAAP measures to the most directly comparable GAAP liquidity
measures (i.e., cash flows from operations).   Include a footnote to describe how you
calculated changes in working ca pital.    We refer you to the guidance in Question 102.05
of the Compliance and Disclosure Interpretation on Non -GAAP Financial Measures
dated July 8, 2011.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Staff Accountant, at 202 -551-3365 or Dean Suehiro,
Staff Accountant , at 202 -551-3384  if you have questions regarding comm ents on the financial
statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202 -551-3458
or me at 202 -551-3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

                                                         Larry Spirgel
        Assistant Director

Mail Stop 3720

       June 3, 2011
 Mr. Miles S. Nadal Chief Executive Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario Canada M5R 2E3
Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 10, 2010
  File No. 1-13178

Dear Mr. Nadal:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
    Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

Confidential Treatment Requested by MDC Partners (A-1)

May 13, 2011

Via FedEx and Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

RE:

MDC Partners, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 10, 2010

Form 10-Q Fiscal Quarter Ended September 30, 2010

Form 8-K/A filed February 10, 2011

File No. 1-13718

Dear Mr. Spirgel:

Set forth below are the responses of MDC Partners Inc. (the “Company”) to the follow-up comments of the Staff of the Division of Corporation Finance, which were discussed during our telephone conversation of April 16, 2011, relating to your letter dated February 28, 2011 regarding the Company’s above-referenced filings

Form 10-K for Fiscal Year Ended December 31, 2009

Note 16.  Segmented Information, page 79

Pursuant to our conversation on April 16, 2011, please see attached a revised schedule which includes EBITDA dollars and margin as a percentage of revenue by entity, forecasted 2011 expectations, subtotals by reportable segment, entities listed in descending dollar value based on 2011 forecasted operating profits and a four year average of gross margin, operating margin and EBITDA dollars and margin.

Our Chief Operating Decision Marker (”CODM”) looks at our operating segments and allocates resources based on overall size and dollar performance, not based on margin percentages. The operating segments have been aggregated for these purposes based on how the businesses operate. More specifically, how the businesses go to market and what they offer the customer. As previously stated, the Strategic Marketing Services segment (“SMS”) represents fully integrated marketing services companies that are retainer based and which touch the client, while the Performance Marketing Services segment (“PMS”) represents companies that are more project based entities and which touch the ultimate client customers.

Confidential Treatment Requested by MDC Partners (A-1)

In regards to SMS, as we have stated, we expect long term gross margins to be in the 40-45% range. As documented in the attached schedule, the four year average gross margins for this segment in total is 37.2%, which is driven by gross margins of sub-40% for our two largest operating segments CPB and KBSP. Mono and Attention have had gross margins outside of the range of the other operating segments; however, due to their size, we expect as they scale to be within the range.  HL Group and Bruce Mau have historically been within the range and are expected to be again in the range in the future.  Hello Design is expected to stabilize within the range as it continues to grow. While we expected these operating segments, along with all operating segments in SMS, to get back to 40% plus gross margins over time, the current range is 35-45% which we believe is similar given the relative size and nature of the businesses. While the CODM looks to EBITDA dollars to determine where to allocate resources, projected EBITDA margins are also anecdotally within a 10% range for most entities with a four year average of 18.7%.

In regards to PMS, as we have stated, we expect long term gross margins to be in the 20-25% range. As documented in the attached schedule, the four year average gross margins for this segment in total is 24.6%. As with the SMS segment, we look to the operating segments’ gross margins to determine the economic similarities. Again, the CODM looks to EBITDA dollars to determine what resources to allocate. We also note anecdotally that  EBITDA margins are within a 10% range for most entities with a four year average of 9.9%. Accent, Northstar and Bryan Mills have historically been within the range and our expected to be there again in the future. While there is one operating segment which is clearly an outlier, that being Computer Composition of Canada, this entity has had historical revenues of approximately $2.6 million and operating profits and EBITDA of $1.5 million. Onbrand Design has also been an historical outlier.  This entity has had historical revenues of less than $2 million and losses on the operating profit and EBITDA lines.  This entity is expected to be profitable in 2011. Expected 2011 results for PMS in total are revenues of $183.8 million, operating profits of $14.4 million and EBITDA of $19.6 million. Based on these facts, specifically that these entities are similar to the other operating segments in terms of being a project based business, how they touch the customer and the fact that revenue and operating profits are not expected to be material in the future, these operating segments have been aggregated. In addition, to disaggregate these two operating segments as an “other” segment is not meaningful. The result of including these entities in PMS does not result in a materially different view of the reportable segment.

Our investors have commented that this disclosure is more meaningful to them. Our segment reporting has helped users of the financial statements to better understand the Company’s performance.

*                           *                      *                      *                      *

Confidential Treatment Requested by MDC Partners (A-1)

The Company hereby acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*                           *                      *                      *                      *

The Company is also enclosing with this submission a request for confidential treatment pursuant to Rule 83 of the Rules of Practice of the Commission with respect to the information provided herein, including the schedule hereto.

Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

/s/ David Doft

David Doft

Chief Financial Officer

Enclosures

cc:

Melissa Hauber

Robert S. Littlepage, Jr.

     Securities and Exchange Commission

Miles S. Nadal, Chairman and Chief Executive Officer

Mitchell Gendel, General Counsel & Corporate Secretary

Michael Sabatino, Chief Accounting Officer

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

Al Ferarra, BDO USA LLP

Ethan Klingsberg, Esq., Cleary Gottlieb Steen & Hamilton LLP

MDC Partners Inc.

Summary

Confidential Treatment Requested by MDC Partners (A-2)

CORRESP
1
filename1.htm

May 5, 2011

Via FedEx and Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2009 - filed March 10, 2010;

Form 10-Q for Fiscal Quarter Ended September 30, 2010;

Form 8-K/A filed February 10, 2011

File No. 1-13718

Dear Mr. Spirgel:

This letter will confirm that MDC Partners and Melissa Hauber (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most recent comments of the Staff of the Division of Corporation Finance on or prior to May 16, 2011.

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

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

Enclosures

cc:          Melissa Hauber, Securities and Exchange Commission

Miles S. Nadal, Chairman, President and Chief Executive Officer

David Doft, Chief Financial Officer

Michael Sabatino, Chief Accounting Officer

Members of the Audit Committee

MDC Partners Inc.

CORRESP
1
filename1.htm

    Unassociated Document

FOIA CONFIDENTIAL TREATMENT REQUEST

March 22, 2011

VIA FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

RE:

MDC Partners, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 10, 2010

Form 10-Q Fiscal Quarter Ended September 30, 2010

Form 8-K/A filed February 10, 2011

File No. 1-13718

Dear Mr. Spirgel:

MDC Partners Inc. (the “Company”) wishes to bring the following matters to your attention.

Rule 83 Request for Confidential Treatment

On March 22, 2011, the Company submitted requested information to the Commission regarding the classification of its operating segments.  The Company hereby requests, in accordance with Rule 83 of the Rules of Practice of the Commission (17 C.F.R. § 200.83), that the Commission accord confidential treatment under the Freedom of Information Act (“FOIA”) with respect to (i) the enclosed exhibits to the response letter of even date to you and all information derived therefrom (identifying code and number A-1 and A-2) (the “Confidential Information”), (ii) any memoranda, notes or other writings of any sort whatsoever that are or have been made by any employee of the Commission that incorporate, include or relate to the Confidential Information or conversations related thereto, and (iii) this request (collectively, the “Confidential Material”).

Confidential Treatment Requested by MDC Partners

We believe that the Confidential Material is covered by one or more exemptions in the Freedom of Information Act.  In particular, 17 C.F.R. Section 200.80(b)(4) exempts disclosure of commercial or financial information which is privileged or confidential.  We believe that the Confidential Material contains privileged and confidential commercial and financial information that should be protected from public disclosure pursuant to this exemption.

Rule 418 and Rule 12b-4 Request

Pursuant to Rule 418 promulgated under the Securities Act of 1933, as amended, and Rule 12b-4 promulgated under the Securities Exchange Act of 1934, as amended, the Confidential Information was provided to the Staff on a confidential, supplemental basis only and was not to be filed with or deemed part of the above-captioned Form 10-K or Form 10-Q or any amendment thereto.

Pursuant to Rule 418(b) and Rule 12b-4, we hereby request on behalf of the Company that the Confidential Information be returned to the undersigned promptly following completion of the Staff’s review thereof.  Please call the undersigned once this review is completed so that we can arrange to have the Confidential Information retrieved from you.

*           *           *

This request is not to be construed as a waiver of any other protection from disclosure or confidential treatment accorded by law, and the Company will rely on and invoke any such confidentiality protection.  The Company requests that the Commission advise the undersigned, the representative of the Company pursuant to 17 C.F.R. § 200.83(c)(5), in advance of any disclosure of the Company’s Confidential Information pursuant to the FOIA or the Commission’s Rules of Practice so that this request for confidential treatment may be substantiated.  Pursuant to Rule 83, a copy of this request (but not the Confidential Information) is also being delivered
to the Freedom of Information Act Officer of the Commission.

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel,

General Counsel

cc:

Office of Freedom of Information and Privacy Act Operations

Securities and Exchange Commission

Operations Center

6432 General Green Way

Alexandria, VA 22312-2413

David B. Doft, Chief Financial Officer (MDC)

Michael Sabatino, Chief Accounting Officer (MDC)

CORRESP
1
filename1.htm

March 2, 2011

Via FedEx and Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2009 - filed March 10, 2010;

Form 10-Q for Fiscal Quarter Ended September 30, 2010;

Form 8-K/A filed February 10, 2011

File No. 1-13718

Dear Mr. Spirgel:

This letter will confirm that MDC Partners and Melissa Hauber (Securities and Exchange Commission) have agreed that MDC Partners will submit its response to the most recent comments of the Staff of the Division of Corporation Finance on or prior to March 22, 2011.

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

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

Enclosures

cc:

Melissa Hauber, Securities and Exchange Commission

Miles S. Nadal, Chairman, President and Chief Executive Officer

David Doft, Chief Financial Officer

Michael Sabatino, Chief Accounting Officer

Members of the Audit Committee

     MDC Partners Inc.

Mail Stop 3720

       February 28, 2011
 Mr. Miles S. Nadal Chief Executive Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario Canada M5R 2E3
Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 10, 2010
  Form 10-Q for Fiscal Quarter Ended September 30, 2010
Form 8-K/A filed February 10, 2011 File No. 1-13178

Dear Mr. Nadal:

 We have reviewed your response letter da ted February 15, 2011 and have the following
comments.  Please provide us with the request ed information so we may better understand your
disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2009

Note 16.  Segmented Information, page 79

1. We note your response to comment two from our  letter dated January  28, 2011.  It is still
unclear to us why you have aggregated all of  your operating segments into two reportable
segments.  Please further explain your pr esentation by addressing the following items:

Mr. Miles S. Nadal
MDC Partners, Inc.
February 28, 2011 Page 2

• Clarify which reportable segment previously  contained the Accent operating segment,
which was moved to the SCS segment in 2009.
• Tell us how many operating segments remained in the SCS segment after moving the five
operating segments mentioned in your re sponse to the SMS segments.  How did you
determine that these remaining segments coul d be aggregated with the previously named
CRM segment?
• In your response to comment nine from our  letter dated December 15, 2010, you indicate
that the long term financial gross margins of  the SMS and PMS segments are expected to
be similar “excluding non recurring items.”  Tell us the nature of  these items and why
they were excluded from your analysis.
• In the same response, you discuss certain ope rating segments within the PMS reportable
segment that did not have similar economic ch aracteristics, but which were aggregated
into this segment due to immateriality.  Te ll us why you included these segments within
the PMS segment instead of presenting them in an “other” column.
• For both of your reportable segments, please provide us with your analysis and financial
information for all periods presented in your filing, demonstrating your compliance with
FASB ASC 280-10-50-11.  Please provi de us with an analysis th at includes historical and
projected revenues, gross margins, gross margin percentages, operating profit, and
operating profit percentages, along with a ny other information you believe would be
useful for each of your operating segments to help us understand how these operations are economically similar.  Please also address any differences in the trends these financial
indicators depict (e.g. if gross profit margin is decr easing for one operation and
increasing for another).
 Form 8-K/A filed February 10, 2011

 2. We note that you filed the financ ial statements of Capital C Communications LP for the year
ended December 31, 2009 and the eleven months ended November 30, 2010.  Based on the pro forma statement of operations for the ye ar ended December 31, 2009, it is unclear to us
why you were not required to present three years of  historical financial statements of Capital
C Communications LP.  Please revise or a dvise us by providing your calculations of
significance.

Mr. Miles S. Nadal
MDC Partners, Inc. February 28, 2011 Page 3

You may contact Melissa Hauber,  Senior Staff Accountant, at (202) 551-3368 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at (202) 551-2210 or Robe rt F. Bartelmes, Senior Fina ncial Analyst, at (202) 551-3354
with any other questions.
 Sincerely,   Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    February
15, 2011

    Via FedEx and
Edgar

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street NE

    Washington,
D.C.  20549

              RE:

              MDC
      Partners, Inc.

              Form
      10-K for Fiscal Year Ended December 31, 2009

              Filed March 10,
      2010

              Form
      10-Q Fiscal Quarter Ended September 30, 2010

              File No.
      1-13718

    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
follow-up letter dated January 28, 2011 (the “January 28th
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 January 28th 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.

    Form 10-K for Fiscal Year
Ended December 31, 2009

    Item 1.A.  Risk
Factors, page 6

    We are a holding
company…page 10

              1.

              We
      note your response to comment two from our letter dated December 15,
      2010.  Please explain the restrictions placed on the transfer of
      cash from the subsidiaries to the parent company by the dividend surplus
      laws and the partnership agreements with the minority
      shareholders.  Please clarify whether you have included these
      restrictions in your calculation of restricted net assets as of December
      31, 2009.

    At the
request of the Staff, the Company is clarifying its response to Comment #2 from
the Staff’s letter dated December 15, 2010.  The Company’s calculation of
restricted net assets (less than 1% of total assets as of December 31, 2009)
includes all statutory and contractual restrictions placed on the transfer of
cash from subsidiaries to the parent, other than the restrictions on client cash
advances described in the Company’s previous response.  In particular, as
of December 31, 2009, statutory dividend surplus laws had no effect on the
transfer of net assets from subsidiaries to the parent because a de minimus
amount of the Company’s operating assets (including cash) are held by corporate
subsidiaries.  Partnership agreements (including limited liability company
agreements) of the Company’s operating subsidiaries accounted for restrictions
on the transfer of net assets in an amount less than 1% of total assets. The
partnership agreements of the Company’s operating subsidiaries permit the
Company to consolidate and “sweep” substantially all cash held by the operating
subsidiaries as part of the Company’s cash management accounts. The only
restriction on that cash imposed by the partnership agreements is the timing of
the payment of distributions to the minority holders of those entities. The
Company has unrestricted use of the cash swept to operate its business and
service its indebtedness.

    Note
16.  Segmented Information, page 79

              2.

              We
      note your response to comment nine from our letter dated December 15,
      2010.  It is unclear to us why your change in the way management
      analyzes the business impacted your reportable segments for the fiscal
      year ended December 31, 2009.  In this regard, we note that you
      continue to identify each operating subsidiary as an operating
      segment.  Explain to us in more detail the factors that changed
      your determination of whether your operating segments met the aggregation
      criteria discussed in ASC 280-10-50-11.  Please provide us with
      your analysis demonstrating that the aggregated segments had similar
      economic characteristic and how this analysis differed from the prior
      year.

    As
disclosed in the Company’s Form 10-K for 2008, the SCS segment was considered
the Company’s “other” segment and was not an aggregation of the operating
segments included in that reportable segment. The combination of the CRM and SCS
segments, which entailed moving one operating segment (Accent) to the SCS
segment and moving five others (Bruce Mau, Hello Design, Henderson Bas, YMM and
Veritas) out of the SCS segment, was done due to the Company’s continued
evaluation of the aggregation criteria and the expected operating results of
certain operating segments. Accordingly Accents gross margins, which prior to
2008 were greater than 25% decreased to 24.3% in 2008, remained flat in 2009 and
were expected to be below 24% in 2010, actual 2010 gross margins were 23.7%. The
margins going forward are expected to decline to approximately 23%. Based on
this analysis and on the aggregation criteria discussed in ASC 280-10-50-11
which was described in our prior letter and the expected similar economic
characteristics, gross margins between 20-25%, we deemed it appropriate to
combine Accent with other operating segments previously included in the SCS
reportable segment. This differed from the prior year in that at that time
margins were not expected to continue to decline but rather increase. During
2009 and in 2010 the Accent business was significantly impacted by cut backs
from its major client thus reducing the margins for the foreseeable future,
revenues decreased from $134.0 million in 2008 to $105.4 million in 2009 to
$78.9 million in 2010. The changes relating to the other operating segments
Bruce Mau, Hello Design, Henderson Bas, YMM and Veritas from the SCS segment to
the SMS segment was done because the current gross margins and expected gross
margins were in the 40-45% range. This change was not made in the prior year due
to the immateriality of these entities.  In the aggregate these
operating segments represented revenues in 2009 totaling $24.5 million or only
6.6% of the SMS revenues of $371.4 million. Operating income from these entities
for 2009 totaled $3.5 million or only 9.8% of SMS operating income of $35.9
million. Aggregated revenues for 2008 totaled $25.6 million or only 7.1% of the
SMS revenues of $363,580. Aggregated operating income from these entities for
2008 totaled $2.3 million or 8.2% of SMS operating income of $27.7
million.

        2

    Note
18.  Commitments, Contingencies, and Guarantees, page
85

              3.

              We
      note your response to comment 10 from our letter dated December 15, 2010,
      in which you state that you recorded an adjustment of $4.2 million in
      error.  Please describe for us in more detail the nature of this
      error and the impact that its correction would have on your financial
      statements.

    The
nature of the error was such that the $4.2 million was an amount that had been
previously recorded on the balance sheet as minority interest. Upon the adoption
of FAS 160, this amount was reclassified to Redeemable Non-controlling Interests
when the Company recorded the Put options. These minority interests related to
equity that had a Put option attached to it. Upon further review it was deemed
that the estimated redemption value of the Put options to be recorded should
have been reduced by this amount. Instead the total estimated redemption value
of $29.5 million was recorded with an offset to Additional Paid-In Capital.
Accordingly, the Company has corrected this error as of December, 31,
2010.  The correcting entry is to reduce Redeemable Non-controlling
Interests and increase Additional Paid-In Capital by the $4.2 million to correct
the overstated Redeemable Non-controlling Interests and the understated
Additional Paid-In Capital. This amount was a fixed amount and was never
adjusted during 2009.  The only adjustments made to Redeemable
Non-controlling Interests related to adjustments to the estimated redemption
value. This entry would thereby increase MDC Partners Inc. Shareholders’ Equity
by 4.6% and total equity by 4.4% and decrease Redeemable Non-controlling
Interests from $33.7 million to $29.5 million, which we have determined to be
immaterial to the Company’s 2009 consolidated financial statements.

    .

    *                           *                      *                      *                      *

        3

    The
Company hereby acknowledges the following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    *                           *                      *                      *                      *

    Please
direct any questions concerning the above responses to the undersigned
(telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan
Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
225-3999).

                Very
      truly yours,

              /s/ David
      Doft

                David
      Doft

                Chief
      Financial Officer

    Enclosures

              cc:

              Melissa
      Hauber

              Robert
      S. Littlepage, Jr.

      Securities and Exchange Commission

              Miles
      S. Nadal, Chairman and Chief Executive Officer

              Mitchell
      Gendel, General Counsel & Corporate Secretary

              Michael
      Sabatino, Chief Accounting Officer

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

              Al
      Ferarra, BDO Seidman LLP

              Ethan
      Klingsberg, Esq., Cleary Gottlieb Steen & Hamilton
  LLP

        4

CORRESP
1
filename1.htm

    Unassociated Document

    February
10, 2011

    Via FedEx and
Edgar

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street NE

    Washington,
D.C.  20549

              Re:

              MDC Partners,
      Inc.

              Form
      10-K for Fiscal Year Ended December 31, 2009

              Filed
      March 10, 2010

              Form
      10-Q Fiscal Quarter Ended September 30, 2010

              File
      No. 1-13718

    Dear Mr.
Spirgel:

    This
letter will confirm that MDC Partners and Melissa Hauber (Securities and
Exchange Commission) have agreed that MDC Partners will submit its response to
the most recent comments of the Staff of the Division of Corporation Finance on
or prior to February 22, 2011.

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

              Very
      truly yours,

              /s/ Mitchell
      Gendel

                Mitchell
      Gendel

              General
      Counsel & Corporate Secretary

    Enclosures

              cc:

              Melissa
      Hauber, Securities and Exchange Commission

                Miles
      S. Nadal, Chairman, President and Chief Executive
      Officer

              David
      Doft, Chief Financial Officer

              Michael
      Sabatino, Chief Accounting Officer

              Members
      of the Audit Committee

                     MDC
      Partners Inc.

Mail Stop 3720

       January 28, 2011
 Mr. Miles S. Nadal Chief Executive Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario Canada M5R 2E3
Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 10, 2010
  Form 10-Q for Fiscal Quarter Ended September 30, 2010
File No. 1-13178

Dear Mr. Nadal:

 We have reviewed your response letter da ted January 20, 2011 and have the following
comments.  Please provide us with the request ed information so we may better understand your
disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2009

Item 1.A.  Risk Factors, page 6

We are a holding company…page 10

1. We note your response to comment two from our letter dated December 15, 2010.  Please
explain the restrictions placed on the transfer of cash from th e subsidiaries to the parent
company by the dividend surplus laws and th e partnership agreements with the minority
shareholders.  Please clarify whether you have included these restrictions in your calculation
of restricted net assets as of December 31, 2009.

Mr. Miles S. Nadal
MDC Partners, Inc. January 28, 2011 Page 2

 Note 16.  Segmented Information, page 79

 2. We note your response to comment nine from our letter dated December 15, 2010.  It is
unclear to us why your change in the way ma nagement analyzes the business impacted your
reportable segments for the fiscal year e nded December 31, 2009.  In this regard, we note
that you continue to identify each operating subsid iary as an operating segment.  Explain to
us in more detail the factors that change d your determination of whether your operating
segments met the aggregation criteria disc ussed in ASC 280-10-50-11.  Please provide us
with your analysis demonstrating that the aggregated segments had similar economic
characteristic and how this analysis differed from the prior year.

Note 18.  Commitments, Contingencies, and Guarantees, page 85

3. We note your response to comment 10 from our letter dated December 15, 2010, in which
you state that you recorded an adjustment of $4.2 million in error.  Pleas e describe for us in
more detail the nature of this error and th e impact that its correction would have on your
financial statements.

You may contact Melissa Hauber,  Senior Staff Accountant, at (202) 551-3368 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at (202) 551-2210 or Robe rt F. Bartelmes, Senior Fina ncial Analyst, at (202) 551-3354
with any other questions.

Sincerely,    Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    January
20, 2011

    Via FedEx and
Edgar

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street NE

    Washington,
D.C.  20549

                      RE:

                      MDC
      Partners, Inc.

                      Form
      10-K for Fiscal Year Ended December 31, 2009

                      Filed
      March 10, 2008

                      Form
      10-Q Fiscal Quarter Ended September 30, 2010

                      File
      No. 1-13718

    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 December 15, 2010 (the “December 15th 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 December
15th 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, 2010

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
25

              1.

              From
      pages 31 and 33, we note your operating profit and margin decreased
      primarily because direct costs increased as a percentage of revenue for
      the three and nine months ended September 30, 2010.  You state direct
      costs increased on account of certain costs being included in both revenue
      and direct costs which, in turn, was on account of you acting as principle
      instead of agent on specific client contracts.  However, it is not
      clear why your operating profits would decrease depending on your status
      as principle or agent.  Please tell us how your operating profits
      changed based on your presentation of revenue on a gross or net
      basis.

    The
Company’s operating profit and margins decreased for the three and nine months
ended September 30, 2010 primarily because of the increase in direct costs as a
percentage of revenue.  This statement should have read operating margins
primarily decreased because of the increase in direct costs. The decrease in
operating profit was caused by the increase in both staff costs of $22.2 million
for the three months and $39 million for the nine months ended September 30,
2010, as well as acquisition related costs and adjustments relating to deferred
acquisition consideration.  The Company will clarify these facts in all of
our future filings.

    Form 10-K for Fiscal Year
Ending December 31, 2009

    Item 1A.  Risk Factors,
page 6

    We are a holding company…,
page 10

              2.

              We
      note your disclosure on pages 10 and 28 regarding the statutory or
      contractual restrictions which affect your subsidiaries’ ability to make
      intercompany fund transfers.  In light of these restrictions, expand
      your disclosure to comply with the requirements of Rule 4-08(e)(3)(ii) of
      Regulation S-X, if applicable.  In addition, tell us how you
      determined that it was not necessary for you to provide condensed parent
      company financial information and other data in a financial statement
      schedule in accordance with Rule 12-04 of Regulation
  S-X.

    The
Company’s disclosure on page 10 “… all of which are subject to statutory or
contractual restrictions …” generally refers to dividend surplus laws, in the
case of statutory restrictions, and partnership agreements between operating
subsidiaries of the Company and minority holders, in the case of contractual
restrictions. Under the Company’s debt agreements, none of which are at
operating company levels, there are no restrictions on our subsidiaries’ ability
to distribute net assets to the parent. The Company’s disclosure on page 28
refers to certain cash that is not “distributable as earnings to [the parent]
for use to reduce its indebtedness.”  Substantially all of the cash
referred to in this disclosure represents advances in the ordinary course of
business from clients of subsidiaries, generally for the purpose of media buying
on behalf of such clients with the Company’s subsidiaries acting as agent. There
is a corresponding liability against such cash thus representing a net asset of
nil.  The Company respectfully believes that any limitations imposed by
such clients on the use of this cash are not of the type intended to be covered
by Rule 4-08(e)(3)(ii) of Regulation S-X.  The Company further notes that
the disclosure described in Rule 4-08(e)(3)(ii) of Regulation S-X was not
applicable as of December 31, 2009 because the restricted net assets of
consolidated and unconsolidated subsidiaries and the parent's equity in the
undistributed earnings of 50% or less owned persons accounted for by the equity
method together did not exceed 25% of consolidated net assets of the
Company.  Specifically, the Company informs the Staff that such amounts
represented less than 1% of the consolidated net assets of the Company as of
December 31, 2009.

        2

    As a
result and in accordance with the Division of Corporate Finance’s Financial
Reporting Manual, Interpretation 2810.1, the Company determined that it was not
necessary to provide condensed parent company financial information or other
data in a financial statement schedule because (i) the restricted net assets of
consolidated and unconsolidated subsidiaries and the parent's equity in the
undistributed earnings of 50% or less owned persons accounted for by the equity
method together did not exceed 25% of consolidated net assets of the Company and
(ii) such information was not otherwise material to an investor’s understanding
of the Company’s financial statements.  The Company confirms that it will
continue to comply with Rules 4-08(e) and 12-04 of Regulation S-X in future
filings.

    Item 7.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Page
15

              3.

              In
      the third paragraph from the bottom of page 22, you explained that organic
      growth in Strategic Marketing Services was driven by net new business wins
      offset by foreign exchange issues; and in the last paragraph at the bottom
      of page 22, you explain the organic revenue declines in Performance
      Marketing Services was due to customers reducing their outsourcing needs
      and client project spending.  Please provide more meaningful
      disclosure regarding the drivers that affected your results.  For
      example, explain the factors and circumstances that account for net new
      business wins or reduced client spending.  In this regard, we refer
      you to comment one in our letter dated December 11, 2008 where we
      generally asked you to explain how your operations and liquidity are
      affected by different factors such as known trends or
    events.

    There are
many factors that affect our businesses and result of operations.  The most
significant factors include national, regional and local economic conditions,
our clients’ profitability, mergers and acquisitions of our clients, changes in
top management of our clients and our ability to retain and attract key
employees.  New business wins and client losses occur because of a variety
of factors.  The two most significant factors are clients’ desire to change
marketing communication firms, and the creative product our firms are offering.
A client may choose to change marketing communication firms for any number of
reasons, such as a change in top management and the client’s new management
wants to go retain an agency firm that it may have previously worked with.
In addition, if the client is merged or acquired by another company, the
marketing communication firm is often changed.  Further, global clients
often consolidate the use of many marketing communication firms to just one or
two. Another factor in a client changing firms is the agency’s campaign or work
product is not working and they feel they need a change in order to generate
additional revenues.

        3

    Clients
will generally reduce or increase their spending or outsourcing needs based on
their current business trends and profitability. These types of changes impact
the Performance Marketing Services Group more than the Strategic Marketing
Services Group due to the Performance Marketing Services Group having clients
who require project-based work as opposed to the Strategic Marketing Services
Group who primarily have retainer-based relationships. The Company confirms that
it will add this disclosure to our future filings, as applicable.

    Liquidity and Capital
Resources, page 28

    Other Balance Sheet
Commitments, Page 33

              4.

              We
      note in the table on page 34 that you have presented amounts as “Operating
      income before depreciation and amortization to be received” and have
      described this line item as representing amounts to be received commencing
      in the year the put is exercised.  Explain for us in more detail what
      these amounts represent and clarity why operating income would increase
      upon the exercise of the options.

    The table
on page 34 presents amounts as “Operating income before depreciation and
amortization to be received” and represents the portion of operating income that
prior to the put being exercised is allocated to non-controlling interests
(minority holders).  Upon exercise of the applicable put option this would
be additional operating income to be allocated to the Company. You are correct
in that total operating income will not change but amounts attributable to MDC
will increase. We will clarify this point in our disclosure in future
filings.

    Critical Accounting
Policies, page 35

    Acquisitions, Goodwill and
Other Intangibles, page 36

              5.

              We
      note that goodwill accounting for approximately 50% of total assets as at
      December 31, 2009.  We also note that you experienced a net loss for
      the year ended December 31, 2009.  If you are at risk of failing step
      one of the goodwill impairment test for your reporting units, you should
      disclose the following information:

              ·

              The percentage by which fair
      value exceeded carrying value as of the date of the most recent
      test;

              ·

              The amount of goodwill
      allocated to the reporting
unit;

        4

              ·

              A description of the methods
      and key assumptions used and how the key assumptions were
      determined;

              ·

              A discussion of the degree of
      uncertainty associated with the key assumptions.  The discussion
      regarding uncertainty should provide specifics to the extent possible
      (e.g., the valuation model assumes recovery from a business downturn with
      a defined period of time);
and

              ·

              A description of potential
      events and/or changes in circumstances that could reasonably be expected
      to negatively affect the key
assumptions.

    Otherwise
disclose, if true, in your critical accounting policies and estimates section of
the MD&A, that none of your reporting units with significant goodwill are at
risk of failing step one of the goodwill impairment test.  For further
guidance, refer to Release 33-8350 “ Interpretation: Commission Guidance
Regarding Management’s Discussions and Analysis of Financial Condition and
Results of Operations.”  Please provide us with the proposed
disclosures you intend to include in your next Form 10-K to comply with this
comment.

    Based on
the Company’s annual testing of goodwill, which was performed as of October 1,
2009, there were no reporting units at risk of failing step one of the goodwill
impairment tests.  The Company intends to include a disclosure as to
whether any reporting unit is at risk of failing step one of the annual goodwill
impairment test and if so we will disclose the following
information:

              ·

              The
      percentage by which fair value exceeded the carrying value as of the date
      of the most recent test;

              ·

              The
      amount of goodwill allocated to the reporting
  unit;

              ·

              A
      description of the methods and key assumptions used and how the key
      assumptions were determined;

              ·

              A
      discussion of the degree of uncertainty associated with the key
      assumptions; and

              ·

              A
      description of potential events and/or changes in circumstances that could
      reasonably be expected to negatively affect the key
      assumptions.

    Note 2.  Significant
Accounting Policies, page 49

    Redeemable Noncontrolling
Interest, page 52

              6.

              You
      state that you record any excess of the estimated exercise price over the
      estimated fair value of the non controlling interest shares as a charge to
      noncontrolling interests in the statement of operations.  Tell us the
      impact of this policy on your financial statements for the year ended
      December 31, 2009, including the amount of the excess of the redemption
      price over fair value.  In this regard, you disclose in Note 4
      several acquisitions of non controlling interests whereby the amount paid
      for the additional interests exceeded the fair value of the equity
      purchased.

        5

    The
Company’s policy states that we record any excess of the estimated exercise
price of a put over the estimated fair value of the non-controlling interest
shares as a charge to non-controlling interests in the statement of
operations.  For the year ended December 31, 2009, there was no estimated
exercise prices in excess of the estimated fair values, and accordingly no
adjustments were required.

    The
disclosures made in Note 4 regarding several acquisitions of non-controlling
interests whereby the amount paid for the additional interests exceeded the fair
value of the equity purchased related to subsequent negotiated changes made to
the calculation of the actual exercise price at the time of exercise.  At
the time of exercise, separate negotiated arrangements are sometimes made which
change the exercise price terms and the accounting is then changed at that time.
As disclosed in the Note 4, the excess of the price paid over the fair value was
charged to operations.

              7.

              Tell
      us where you record the offset to the net income or loss attributable to
      non-controlling shareholders on your balance sheet.  In this regard,
      these amounts are not apparent in your rollforward of redeemable
      noncontrolling interests on page 53 or the changes in the noncontrolling
      interests in your statement of stockholders equity on page
    48.

    The
offset to the net income or loss attributable to non-controlling shareholders is
recorded in accrued and other liabilities as disclosed in Note 6.  The
Company includes these amounts as a current liability as it is the Company’s
policy to distribute these earnings to the non-controlling interest holders on a
timely basis.  In future filings the Company will include a rollforward of
the accrued liability account which includes the net income or loss attributable
to non-controlling shareholders. For the year ended December 31, 2009 the
rollforward is as follows: (in thousands)

                          Balance
      December 31, 2008

                        $
                        4,856

CORRESP
1
filename1.htm

    December
17, 2010

    Via
FedEx

    Larry
Spirgel, Assistant Director

    Mail Stop
0407

    Division
of Corporation Finance

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549

              Re:

              MDC Partners
      Inc.

              Form
      10-K for Fiscal Year Ended December 31, 2007 - filed March 10,
      2007;

              Form
      10-Q for Fiscal Quarter Ended September 30,
2008

              File
      No. 1-13178

    Dear Mr.
Spirgel:

    This
letter will confirm that MDC Partners and Melissa Hauber (Securities and
Exchange Commission) have agreed that MDC Partners will submit its response to
the most recent comments of the Staff of the Division of Corporation Finance on
or prior to January 21, 2011.

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

              Very
      truly yours,

              /s/ Mitchell
      Gendel

              Mitchell
      Gendel

              General
      Counsel & Corporate
Secretary

    Enclosures

              cc:

              Melissa
      Hauber, Securities and Exchange Commission

                Miles
      S. Nadal, Chairman, President and Chief Executive Officer

                David
      Doft, Chief Financial Officer

                Michael
      Sabatino, Chief Accounting Officer

                Members
      of the Audit Committee

                     MDC
      Partners Inc.

December 15, 2010
 Via U.S. Mail and Facsimile to 212-937-4365

 Miles S. Nadal Chief Executive Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario Canada M5R 2E3
Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 10, 2010   Form 10-Q for Fiscal Quarter Ended September 30, 2010    File No. 1-13178

Dear Mr. Nadal:

 We have reviewed your filings and have the following comments.  Except where noted,
please confirm you will comply with our comments in future filings and explain to us how you
intend to comply.
  In some of our comments, we ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 25
 1. From pages 31 and 33, we note your operating profit and margin decreased primarily
because direct costs increased as a percentage  of revenue for the three and nine months
ended September 30, 2010.  You state direct co sts increased on account of certain costs
being included in both revenue and direct  costs which, in turn, was on account of you
acting as principle instead of agent on specific client contracts.  However, it is not clear
why your operating profits would decrease de pending on your status as principle or

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 2

agent.  Please tell us how your operating profits changed based on your presentation of
revenue on a gross or net basis.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Item 1A.  Risk Factors, page 6

 We are a holding company…, page 10

 2. We note your disclosure on pages 10 and 28 regarding the statutory or contractual
restrictions which affect your subsidiaries’ ability to make intercompany funds transfers.
In light of these restrictions, expand your disclosure to comp ly with the requirements of
Rule 4-08(e)(3)(ii) of Regulation S-X, if  applicable.  In addition, tell us how you
determined that it was not necessary for you to provide condensed parent company financial information and other data in a fina ncial statement schedule in accordance with
Rule 12-04 of Regulation S-X.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

3. In the third paragraph from the bottom of page 22, you expl ain that organic growth in
Strategic Marketing Services was driven by net new business wins offset by foreign
exchange issues; and in the last paragra ph at the bottom of page 22, you explain the
organic revenue declines in  Performance Marketing Services was due to customers
reducing their outsourcing n eeds and client project spe nding.  Please provide more
meaningful disclosure regardi ng the drivers that affect your results.  For example, explain
the factors and circumstances that account fo r net new business wins or reduced client
spending.  In this regard, we refer you to co mment one in our letter dated December 11,
2008 where we generally asked you to explai n how your operations and liquidity are
affected by different factors such  as known trends or events.
 Liquidity and Capital Resources, page 28

 Other Balance Sheet Commitments, Page 33

 4. We note in the table on page 34 that you have  presented amounts as “Operating income
before depreciation and amortization to be recei ved” and have described this line item as
representing amounts to be received commenci ng in the year the put is exercised. Explain
for us in more detail what these amounts represent and clarify why operating income would increase upon the exercise of the options.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 3

Critical Accounting Policies, page 35

 Acquisitions, Goodwill and Other Intangibles, page 36

 5. We note that goodwill accounted for approximately  50% of total assets at December 31,
2009.  We also note that you experienced a net loss for the year ended December 31,
2009.  If you are at risk of failing step one  of the goodwill impairment test for your
reporting units, you should disclose  the following information:

• The percentage by which fair value exceeded  carrying value as of the date of the
most recent test;
• The amount of goodwill allocate d to the reporting unit;
• A description of the methods and ke y assumptions used and how the key
assumptions were determined;
• A discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible (e.g., the valuati on model assumes recovery from a business downturn
within a defined period of time); and
• A description of potential events and/or  changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

Otherwise disclose, if true, in your critical  accounting policies and estimates section of
the MD&A, that none of your reporting units with significant goodwill are at risk of
failing step one of the goodwill impairment test .  For further guidance, refer to Release
33-8350 “Interpretation: Commission Guidance Regarding Management's Discussion and
Analysis of Financial Condition and Results of  Operations.”  Please provide us with the
proposed disclosures you intend to include in your next Form  10-K to comply with this
comment.
 Note 2.  Significant Accounting Policies, page 49

 Redeemable Noncontrolling Interest, page 52

 6. You state that you record any excess of the estimated exercise price over the estimated
fair value of the noncontrolling interest shar es as a charge to nonc ontrolling interests in
the statement of operations.  Tell us the imp act of this policy on your financial statements
for the year ended December 31, 2009, incl uding the amount of the excess of the
redemption price over fair value.  In th is regard, you disclose in Note 4 several
acquisitions of non-controlling interests wh ereby the amount paid for the additional
interests exceeded the fair va lue of the equity purchased.
 7. Tell us where you record the offset to th e net income or loss attributable to non-
controlling shareholders on your balance sheet.  In this regard, these amounts are not
apparent in your rollforward of redeemable  noncontrolling interests on page 53 or the

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 4

changes in the noncontrolling interests in your statement of stockholde rs equity on page
48.
 Note 4.  Acquisitions, page 57

 8. We note that during 2009 you acquired additional interests in several subsidiaries which
you already controlled.  For your acquisition of VitroR obertson, you recorded the
difference between the fair value of the shar es and the carrying value of the Redeemable
Noncontrolling interests as addi tional paid in capital.  For the purchase of the remaining
interest in CPB you recorded a reduction to  additional paid in capital as well as
identifiable intangible assets .  Please describe for us your policy for recording step
acquisitions and your basis in the accounting literature.
 Note 16.  Segmented Information, page 79

 9. We note your disclosure that you changed your  segment reporting structure to conform
more closely with how the chief opera ting decision maker manages your business
segments.  We also note that your two reporta ble segments are the aggregation of various
operating segments.  Describe for us the nature  of the changes in the management of your
businesses that occurred in the fourth quart er of 2009.   Tell us your operating segments
and tell us how you have aggregated these into reportable segments, including whether
your aggregation criteria has changed in 2009.
  Note 18.  Commitments, Contingencies, and Guarantees, page 85

 Put Options, page 85

 10. You state that the company could be re quired to pay an aggregate amount of
approximately $29.5 million to the holders of put  options to acquire additional ownership
interests in certain subsidiaries.  Tell us  why this amount differs from the $33.7 million
recorded as redeemable noncontrolling intere sts on your balance sh eet at December 31,
2009.
 Definitive Proxy Statement filed April 27, 2010

 Incentive Awards Based on 2009 Performance, page 17

 11. We note the incentive awards are based on two components, an individual component
and a corporate component, where the corporat e component is broken down into: (i) an
adjusted EBITDA target, (ii) relative organic revenue growth, (iii) fr ee cash flow targets,
and (iv) refinancing the Comp any’s balance sheet.  Furthe r, we note you disclose the
2009 EBITDA target to be $61.5 million and the 2009 EBITDA achievement to be $64.8 million based on exhibit 99.1 to the Form 8-K filed on February 25, 2010.  To help investors easily understand your compensation program, please disclose the achievement

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 5

of all of your objective perfor mance targets in the relevant section of the Compensation
Discussion and Analysis.
 12. Although you disclose the 2009 EBITDA target, we note you did not disclose the 2009
targets for free cash flow and organic revenue gr owth as compared to your peers.  In this
regard, we note your response to comment seven from our letter dated December 11,
2008.  In comment seven, we asked you to disclo se “pre-approved crite ria and targets in
future filings,” and you agreed to “provide additional disclosure with respect to pre-
approved performance criteria used in conn ection with the determination of incentive
awards.”  Please tell us why you have not pr ovided all of your objective performance
targets.
 13. We also note the corporate component include d other financial and strategic goals such
as refinancing the balance sheet.  Please di sclose how achievement of this performance
target was evaluated and, if you use other non- numerical financial or  strategic goals in
the future, please disclose the part or per centage of the corporate component that are
made up of these goals.

14. We also note the annual incentive awards have an individual  component or key
performance indicators.  In th is regard, please refer to prio r comment 13 and tell us why
you have not provided all of the individual performance targets for the Named Executive
Officers.  We also refer you to our request  in comment seven from our letter dated
December 11, 2008 that says “[t]o the extent the targets are not stated in quantitative
terms, disclose how the compensation committee determined the officer’s achievement levels for that performance measure.”
 15. From the first three sentences of the last  paragraph on page 17, we note you reviewed
actual corporate and individua l performance to calculate the actual achievement of
company and individual performance goals.  From the table on page 18, we also note you
disclose the aggregate achievement of these corporate and individua l goals.  Most NEOs
achieved 100% of the corporate and individua l goals; however, one NEO did not.  Please
break down the aggregate achievement level in to their main components and explain how
these components are weighed (i.e. are the corporate and individua l components weighed
equally or otherwise).  In th is regard, we refer you to comment eight from our letter dated
December 11, 2008 where we asked you to “provide a detailed explanation of how the
various individual and corporat e performance criteria and targets … actually resulted in
the 2007 incentive awards for each of the named executive officers.”
 16. Further, we note you paid the NEOs a special  bonus.  If you award a similar bonus in the
future, please disclose the quantitativ e or qualitative reasons for the bonus.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 6

Form of Long-Term Incentives, page 18

 17. At the top of page 19 you disclose the restri cted stock and restricted stock unit grants
made to the NEOs in March 2010 will vest on an accelerated basis if the company meets
certain EBITDA growth.  Although you present this  information in terms of a percentage,
please disclose the actual numerical targets.
 Summary Compensation Table, page 20

 18. From the table on page 18, we note you disc lose the total amounts you awarded to the
NEOs under the 2009 annual incentive plan, in cluding the amounts for a special bonus.
However, the Summary Compensation Table does not disclose any amounts under the
“Non-Equity Incentive Plan Compensation”  column.  Refer to CD&I 119.02 found on
our website at http://www.sec.gov/divisions/c orpfin/guidance/regs-kinterp.htm, and tell
us where in the Summary Compensation Tabl e you have disclosed the awards under the
2009 annual incentive plan and why.  Further, if you have disclosed these awards in the
“Bonus” column instead of the “Non-Equity  Incentive Plan Compensation” column,
please tell us why.
 Grants of Plan-Based Awards Table, page 22

19. Similarly, please explain why you have not di sclosed the estimated future payouts (i.e.
the threshold, target, and maximum amounts) under the 2009 annual in centive award plan
in this table.
 Narrative Disclosure to the Summary Compensa tion Table and Grants of Plan-Based Awards
Table, page 23
 20. We note from the disclosure at the top of  page 23 you increased Mr. Nadal’s long term
equity incentives to 300% of his current base salary in 2009 from 250% in 2008 “based
on a range of factors.”  Please tell  us what these factors are.

Outstanding Equity Awards at 2009 Fiscal Year-End Table, page 25

 21. Footnotes two, four, and five to this table di sclose the awards will vest upon meeting an
organic revenue growth performance target and stock price appreciation.  Tell us what
these targets are and disclose similar targets in future filings.
 Potential Payments Upon Termination or Change in Control, page 27

 22. We note your disclosure under this section.  To help investors readily understand this
disclosure, in addition to your current presenta tion, please consider summarizing this
information in a table that describes the circumstances unde r which payments are made
and the amount of these payments.

Miles S. Nadal MDC Partners, Inc. December 15, 2010 Page 7

23. We note that certain terms such as “change in control” and “for good reason” vary
between agreements.  Nonetheless, please su mmarize and disclose the definitions of key
terms as they apply to each agreement.
 24. Please refer to Instruction 1 to Item 402(j) of Regulati on S-K.  We note you provide
quantified disclosure in certain circumstances  such as the first sentence of the second
paragraph under “Robert Dickson.”  Howeve r, you do not provide quantified disclosure
in other circumstances such as in the first sentence of the second paragraph under “Miles
S. Nadal.”  Please provide the required quantified disclosure.
 25. At the top of page 28, we note you paid  Mr. Rosenberg $1,239,000 under a separation
agreement.  Please explain how this amount  reconciles with the amount disclosed in
footnote three to the Summary  Compensation Table.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.

In responding to our comments, please provi de a written stat

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
March 26, 2009
   Mr. David Doft  Chief Financial Officer MDC Partners, Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
 RE: MDC Partners, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2007
  Filed March 10, 2008
  File No. 1-13718

 Dear Mr. Doft:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
December 11, 2008
   Mr. David Doft  Chief Financial Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario M5R 2E3
 RE: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
  Filed March 10, 2008
     Form 10-Q for Fiscal Quarter Ended September 30, 2008
File No. 1-13718

Dear Mr. Doft:
We have reviewed your filing and have the following comments.  Please address the
following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. David Doft
MDC Partners, Inc. December 11, 2008 Page 2  Form 10-K for Fiscal Year Ended December 31, 2007

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
14
 1. We note on page 15 that normally the fourth quarter generates the highest quarterly revenues in a year and it has been the period in which the highest volum
es of media
placements and retail related consumer marketing occur.  In your next filing, please provide a comprehensive discussion of your 2008 fourth quarter results so that it is transparent to readers how the economic downturn is impacting your operations and liquidity.  In preparing your disclosure, please consider the following items:

• If you have experienced an unusually poor fourth quarter, this fact and its ramifications should be made clear to investors.
• Discuss any known trends or events likely to impact your results of operations or liquidity in the upcoming year, including potential reductions in revenues from any of your significant customers or fr om any particular industry.  Clearly
disclose the extent to which your revenues are concentrated in certain industries and the impact that this concentration may have on your results of operations and liquidity, as discussed in SOP 94-6.
• Your discussion should address the operations of your segments and/or within geographic regions to the extent necessary for a clear understanding of your circumstances.
• You should explain the impact of tightening credit markets and stock market turmoil has had and is likely to continue to have on the company.
 2. In light of the recent economic turmoil and the significant decrease in the price of your com
mon shares, explain to us the consideration that you have given to a possible
impairment of your goodwill, other intangible assets and long-lived assets.  In your next filing, include clear and robust disclosure regarding the facts and circumstances leading to any recognized impairment.  If no impairment is required to be recognized despite the presence of impairment indicators, discuss the possibility of a future impairment and the sensitivity of your impairment analysis to management’s estimates.
 Note 2.  Significant Accounting Policies, page 47

 Put Options, page 53

 3. It is unclear to us how your accounting policy for put options considers the effect of the exercise price in determ
ining the balance for minority interests at each balance sheet date.
Tell us how you applied the guidance in EITF Topic D-98 in accounting for these put options.

Mr. David Doft
MDC Partners, Inc. December 11, 2008 Page 3  Note 4.  Acquisitions, page 54

 2007 Acquisitions, page 54

 4. Tell us how you accounted for the additional payments of $1,500 that you will be required to m
ake relating to the acquisition of Redscout, LLC.  Tell us where you
recorded the offset to the accrual of deferred acquisition consideration.

Note 8.  Goodwill and Intangible Assets, page 61

5. Tell us the components of the goodwill of $14,383 that you acquired during the year ended Decem
ber 31, 2007.  In this regard, we note your disclosure at Note 4 regarding
goodwill acquired in your acquisitions of VitroRobertson LLC, Redscout LLC, and HL Group Partners LLC, totaling $6,523.
 Definitive Proxy Statement Incorporated by Reference into Part III

 Compensation Discussion and Analysis, page 12

 Comparator Companies, page 16

 6. We note your references to certain comparator companies (including Omnicom, WPP Group, Interpublic, Harte Hanks, Vlassis, and Doubleclick).  It appears that the com
pensation committee may benchmark total compensation levels to your comparator
group.  Refer to Refer to Regulation S-K Compliance and Disclosure Interpretations, Question and Answer 118.05, available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.  If you engage in benchmarking, please confirm that you have identified all of the companies considered by you or Mercer in conducting the benchmarking analyses.  In future filings, please provide additional detail about how the comparator information was used in making compensation decisions with respect to your named executive officers in your most recent fiscal year.
 Incentive Awards Earned Based on 2007 Performance, page 16

 7. We note your references to various pre-approved individual and corporate perform
 ance
criteria and targets connection with determination of your incentive awards.  Please disclose these pre-approved criteria and targets in future filings.  To the extent the targets are not stated in quantitative terms, disclose how the compensation committee determined the officer’s achievement levels for that performance measure.  If you believe that disclosure of performance goals is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  If you believe you have a sufficient basis to keep the information confidential, disclose in future filings how  difficult it would be for the executive or how

Mr. David Doft
MDC Partners, Inc. December 11, 2008 Page 4
likely it would be for you or a business unit to achieve the undisclosed performance goal.  General statements regarding the level of difficulty or ease associated with achieving the goals are not sufficient.  In discussing how difficult it will be for an executive or how likely it will be for you or a business unit to achieve the performance goals, provide as much detail as necessary without providing information that would result in competitive harm.  Refer to Regulation S-K Compliance and Disclosure Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
 8. In future filings, provide a more detailed explanation of how the various individual and corporate perform
ance criteria and targets, as well as the other evaluations mentioned,
actually resulted in the 2007 incentive awards for each of the named executive officers.  Tabular disclosure may be helpful in conveying this information.
 9. In future filings, please define adjusted EBITDA, organic revenue growth, and net new
business wins.  Refer to Instruction 5 to Regulation S-K Item
 402(b).
 Form of Long-Term Incentives, page 17

 10. In future filings, clarify how the amounts of restricted stock and restricted stock unit awards were determ
ined for each of the named executive officers in your most recent
fiscal year.  Tabular disclosure may be helpful in conveying this information.
 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table,
page 22
 11. With respect to Mr. Nadal’s Services Agreement, disclose in future filings the meaning of “annual retainer.”  Also quantify the obligations that the com
pany would have had to Mr.
Nadal for non-renewal of the old services agreement that were satisfied by a portion of the $3.5 million one-time non-renewal fee.
 Outstanding Equity Awards at 2007 Fiscal Year-End, page 25

 12. We refer you to footnote (7) to the table.  In future filings, disclose the grant dates for the various awards so that investors can determ
ine the vesting date.  Refer to Instruction 2 to
Regulation S-K Item 402(f)(2).

*    *    *    *

Mr. David Doft
MDC Partners, Inc. December 11, 2008 Page 5
Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detail letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Melissa Hauber, Senior St aff Accountant, at (202) 551-3368 or Robert
S. Littlepage, Jr., Accounting Branch Chief at  (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact John Harrington, Attorney-Advisor, at (202) 551-3576 or Robert Bart elmes, Senior Financial Analyst, at (202)
551-3354 with any other questions.
Sincerely,
            L a r r y  S p i r g e l           A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    March 12,
2009

    Via FedEx and
Edgar

    Mr. Larry
Spirgel

    Assistant
Director

    Mail Stop
0407

    Division
of Corporation Finance

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549

              RE:

              MDC
      Partners, Inc.

    Form
10-K for Fiscal Year Ended December 31, 2007

    Filed
March 10, 2008

    Form
10-Q Fiscal Quarter Ended September 30, 2008

    File
No. 1-13718

    Dear Mr.
Spirgel:

    Pursuant
to your request following our telephonic conversation on March 3, 2009, the
Company intends to apply FASB statement 160 and EITF Topic D-98 by recording the
estimated Put redemption amount as of January 1, 2009 as a credit to (increase
in) Redeemable Non-controlling Interests (minority interests), in a mezzanine
account above Shareholders’ Equity, and a debit to (reduction of) Additional
Paid-in Capital, a component of Shareholders’ Equity. As of January 1, 2009, the
Company has an Accumulated Deficit. The Company believes that because of the
redeemable nature of the Non-controlling Interests, this amount should not be a
component of Shareholders’ Equity. In addition, the estimated redemption amounts
will be recalculated each reporting period with any changes to the estimate
again adjusting Redeemable Non-controlling Interests and Additional Paid-in
Capital. These adjustments, if any, will not be used to calculate earnings per
share. However, the Company will continue to test at each reporting period to
ensure that the estimated amount of the Put redemption is not greater than the
current fair market value of the specifically related entity. If the estimated
redemption amount is greater than current fair market value the Company will
record that excess amount as a credit to (increase in) Redeemable
Non-controlling Interests on the balance sheet and a debit to (charge to) the
Non-controlling Interests in the statement of operations. The Company does not
anticipate that the estimated redemption amounts would be greater than fair
market value; however, the Company believes that this is a proper accounting
policy to follow.

    *    *    *    *

                        Very
      truly yours,

                        /s/ David
    Doft

                          David
      Doft

                          Chief
      Financial Officer

    Enclosure

              cc:

              Melissa
      Hauber

    Robert S. Littlepage, Jr.

    Securities
and Exchange Commission

    Miles S.
Nadal, Chairman and Chief Executive Officer

    Mitchell
Gendel, General Counsel & Corporate Secretary

    Michael
Sabatino, Chief Accounting Officer

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

    Joseph Klausner, BDO Seidman
LLP

    Ethan Klingsberg, Esq., Cleary Gottlieb
Steen & Hamilton LLP

CORRESP
1
filename1.htm

      February
9, 2009

      Via FedEx and
Edgar

      Mr. Larry
Spirgel

      Assistant
Director

      Mail Stop
0407

      Division
of Corporation Finance

      Securities
and Exchange Commission

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549

                    RE:

                    MDC
      Partners, Inc.

                    Form
      10-K for Fiscal Year Ended December 31, 2007

                    Filed
      March 10, 2008

                    Form
      10-Q Fiscal Quarter Ended September 30, 2008

                    File
      No. 1-13718

      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 January 30, 2009 (the “January 30th
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 January 30th 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, 2007

      Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
14

                1.

                We
      note from your response to prior comment 2 that you are in the process of
      completing your annual goodwill impairment test as of October 1,
      2008.  However, it appears to us that there may be other
      significant events and circumstances, such as declining stock prices and
      worsening economic conditions, that would have triggered the requirement
      for you to test goodwill impairment at a later date within the fourth
      quarter.  Tell us what consideration you have given to
      performing a goodwill impairment test as of a subsequent
    date.

      Mr. David
Doft

      MDC
Partners, Inc.

      February
9, 2009

      Page
2

      The
Company is still in the process of finalizing its testing for goodwill
impairment. The Company has taken into account the current events and
circumstances, in particular the worsening economic conditions, in its
evaluation.  Specifically, the Company has used revised current
forecasts for its reporting units, applied market multiples published in January
2009, and utilized discount rates as of December 31, 2008.  As part of
the Company’s testing process, we reconcile the aggregate fair value of the
reporting units used to test the carrying value of the Company’s investments to
the market capitalization of the Company.  In the “Management’s
Discussion and Analysis of Financial Condition and Results of Operation” of its
next Annual Report on Form 10-K, the Company will include a discussion of the
goodwill assessment process, as well as the nature of the reconciliation of the
aggregate fair value of the reporting units to the market capitalization as of
the test date and as of year end.

      Note
2.  Significant Accounting Policies, page 47

      Put Options, page
53

                2.

                We
      note your response to prior comment 3.   Since your
      accounting policy as disclosed at page 53 of your financial statements
      utilized a comparison between the estimated exercise price and the
      estimated fair value of the minority interest shares, it appears that you
      do not consider the shares to be redeemable at fair value.  If
      the redemption prices of the minority interests do not equal or reasonably
      approximate fair value, we believe that you were required to apply the
      measurement principles of paragraphs 13-17 of EITF Topic D-98 for all
      periods presented. Please revise accordingly or
  advise.

      The
Company has entered into the Put arrangements based on its belief that the
redemption price of the Put would approximate fair value.  Put
arrangements were entered into as of an original transaction date in order to
provide existing management an additional liquidity event in the future. At the
inception of the arrangement, the Put formula was agreed to on the same basis as
the formula used to calculate the initial purchase price of the business.
Businesses in the Company’s industry are purchased based principally on this
formula; industry surveys published on the prospects for industry mergers and
acquisitions discuss valuation multiples based on this formula. The formula is
based on a multiple of earnings before interest, taxes, depreciation and
amortization (“EBITDA”), taking into account potential adjustments to the
multiple for growth and profit margin expansion. As stated in the Company’s
Annual Report on Form 10-K, the Company’s strategy is to acquire market-leading
businesses.  Accordingly, the Company in its evaluation of a potential
acquisition target uses this formula as the basis for any proposed purchase
price.

      To date,
the estimated exercise price and the estimated fair value have always
approximated the same amounts. The reason is that the calculation of the
exercise price is base on a multiple of EBITDA which is similar to the
calculation of the estimated fair value. As stated above, the industry surveys
and analysis support the estimated fair value of the Company’s businesses using
a multiple of EBITDA. The accounting policy disclosed on page 53 of Form 10-K is
intended to provide guidance to the reader that if the estimated exercise price
did in fact exceed the estimated fair value, a charge affecting the income
statement may be taken. To date no such charges have been recorded by the
Company.

      Mr. David
Doft

      MDC
Partners, Inc.

      February
9, 2009

      Page
3

      The
Company believes that D-98 is applicable as to the disclosure requirements in
paragraph 41 and further believes that it has complied with those
requirements.

      *    *    *    *

      Please
direct any questions concerning the above responses to the undersigned
(telephone: (646) 429-1818; fax: (212) 937-4365), with a copy to Ethan
Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
225-3999).

                      Very
      truly yours,

                      /s/
      David Doft

                      David
      Doft

                      Chief
      Financial Officer

                  cc:

                  Melissa
      Hauber

                  Robert
      S. Littlepage, Jr.

                       Securities
      and Exchange Commission

                  Miles
      S. Nadal, Chairman and Chief Executive Officer

                  Mitchell
      Gendel, General Counsel & Corporate Secretary

                  Michael
      Sabatino, Chief Accounting Officer

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

                  Joseph
      Klausner, BDO Seidman LLP

                  Ethan
      Klingsberg, Esq., Cleary Gottlieb Steen & Hamilton
  LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
January 30, 2009
   Mr. David Doft  Chief Financial Officer MDC Partners, Inc. 45 Hazelton Avenue Toronto, Ontario M5R 2E3
 RE: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
  Filed March 10, 2008
     Form 10-Q for Fiscal Quarter Ended September 30, 2008
File No. 1-13718

 Dear Mr. Doft:
We have reviewed your supplemental response letter dated January 13, 2009 as
well as your filing and have the following comments.
Form 10-K for Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 14
 1. We note from your response to prior comment 2 that you are in the process of completing your annual goodwill impairment test as of October 1, 2008.  However, it appears to us that there may be other significant events and circumstances, such as declining stock prices and worsening economic conditions, that would have triggered the requirement for you to test goodwill impairment at a later date within the fourth quarter.  Tell us what consideration you have given to performing a goodwill impairment test as of a subsequent date.

Mr. David Doft
MDC Partners, Inc. January 30, 2009 Page 2 Note 2.  Significant Accounting Policies, page 47

 Put Options, page 53

 2. We note your response to prior comment 3.  Since your accounting policy as disclosed at page 53 of your financial statements utilized a comparison between the estimated exercise price and the estimated fair value of the minority interest shares, it appears that you do not consider the shares to be redeemable at fair value.  If the redemption prices of the minority interests do not equal or reasonably approximate fair value, we believe that you were required to apply the measurement principles of paragraphs 13-17 of EITF Topic D-98 for all periods presented.  Please revise accordingly or advise.

*    *    *    *
  Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Melissa Hauber, Senior Staff Accountant, at  (202) 551-3368 or Robert S. Littlepage, Jr.,
Accounting Branch Chief at (202) 551-3361 if  you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

           S i n c e r e l y ,           /s/ Robert S. Littlepage, Jr.          / f o r /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

      January 13, 2009

      Via FedEx and
Edgar

      Mr. Larry
Spirgel

      Assistant
Director

      Mail Stop
0407

      Division
of Corporation Finance

      Securities
and Exchange Commission

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549

                RE:

                MDC
      Partners, Inc.

      Form 10-K for Fiscal Year Ended
December 31, 2007

      Filed March 10, 2008

      Form 10-Q Fiscal Quarter Ended
September 30, 2008

      File No. 1-13718

      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 December 11, 2008 (the “December 11th 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
December 11th 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, 2007

      Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
14

                1.

                We
      note on page 15 that normally the fourth quarter generates the highest
      quarterly revenues in a year and it has been the period in which the
      highest volumes of media placements and retail related consumer marketing
      occur.  In your next filing, please provide a comprehensive
      discussion of your 2008 fourth quarter results so that it is transparent
      to readers how the economic downturn is impacting your operations and
      liquidity.  In preparing your disclosure, please consider the
      following items:

                ·

                If you have experienced an
      unusually poor fourth quarter, this fact and its ramifications should be
      made clear to investors.

                ·

                Discuss any known trends or
      events likely to impact your results of operations or liquidity in the
      upcoming year, including potential reductions in revenues from any of your
      significant customers or from any particular industry.  Clearly
      disclose the extent to which your revenues are concentrated in certain
      industries and the impact that this concentration may have on your results
      of operations and liquidity, as discussed in SOP
    94-6.

                ·

                Your discussion should address
      the operations of your segments and/or within geographic regions to the
      extent necessary for a clear understanding of your
      circumstances.

                ·

                You should explain the impact
      of tightening credit markets and stock market turmoil has had and is
      likely to continue to have on the
  company.

      The
Company confirms that it will discuss the foregoing items in its next Form 10-K
filing.

                2.

                In
      light of the recent economic turmoil and the significant decrease in the
      price of your common shares, explain to us the consideration that you have
      given to a possible impairment of your goodwill, other intangible assets
      and long-lived assets.  In your next filing, include clear and
      robust disclosure regarding the facts and circumstances leading to any
      recognized impairment.  If no impairment is required to be
      recognized despite the presence of impairment indicators, discuss the
      possibility of a future impairment and the sensitivity of your impairment
      analysis to management’s estimates.

      The
Company tests for goodwill impairment on an annual basis on October 1st of each
year. On a quarterly basis, the Company considers all factors that could give
raise to a triggering event which would require an impairment test of goodwill,
other intangibles or long-lived assets prior to the annual test.  For
each of the first three quarters in 2008, the Company determined that a
triggering event had not occurred and as such no assets where deemed to have
been impaired. The Company is currently completing its annual test of impairment
and will discuss the foregoing items in its next Form 10-K filing.

      Note
2.  Significant Accounting Policies, page 47

      Put Options, page
53

                3.

                It
      is unclear to us how your accounting policy for put options considers the
      effect of the exercise price in determining the balance for minority
      interests at each balance sheet date.  Tell us how you applied
      the guidance in EITF Topic D-98 in accounting for these put
      options.

          2

      As
described in note 2 and in note 17 of Form 10-K, the minority interest
shareholders of certain subsidiaries have the right to require the Company to
acquire their ownership interest under certain circumstances pursuant to a
contractual arrangement and the Company has similar call options under the same
contractual terms.  The amount of consideration under the put and call
rights is not a fixed amount, but rather is dependent upon various valuation
formulas and on future events, such as the average earnings of the relevant
subsidiary through the date of exercise, the growth rate of earnings of the
relevant subsidiary through the date of exercise, etc.

      The put
and call rights are not freestanding separately tradable instruments and were
established pursuant to the various shareholder agreements and LLC operating
agreements.  In certain cases, the shares held by the minority
shareholders are not transferable to a third party and in the event they are
transferable, the acquirer is subject to the same put and call options under the
applicable agreement.  The subsidiaries are not limited life
entities.  The original acquisitions are accounted for as a business
combination under FAS 141.

      The
Company concluded that the put and call rights were excluded from the scope of
SFAS 150 because the put and call rights are not freestanding, required to
travel with the underlying shares upon a transfer, and impose a stated
requirement that invalidates the rights and obligations of the
shares.

      The
Company also concluded that the put and call rights are not derivatives under
paragraph 9 of SFAS 133, as amended, as their terms do not require or permit net
settlement.  Thus, we believe the put and call rights are outside the
scope of SFAS 133.

      The
Company also concluded that the put and call rights are outside the scope of
EITF 00-04 since these arrangements do not meet the terms of Derivative 1,
Derivative 2 or Derivative 3 as described in the
Abstract.  Specifically, they are not fixed price forward contracts or
fixed price put or call options or total return swaps.

      EITF
Topic D-98 covers the classification and measurement of redeemable securities,
specifically focused on Rule 5-02.28 of Regulation S-X which addresses the
treatment of preferred securities that are redeemable by the issuer. D-98
expands that guidance for other equity instruments including common stock,
derivative instruments, noncontrolling interests and share-based payment
arrangements that are classified as equity pursuant to FAS 123(R). As stated
above, these put and call rights are neither freestanding nor are they
considered a component of equity for the Company.  Therefore, the
Company currently believes that the disclosure requirements of paragraph 41 of
D-98 is the applicable section of this guidance.

          3

      Notwithstanding
the foregoing, the Company believes that the put options should be given some
accounting recognition.  The Company believes that there should be a
charge to minority interest expense over the life of the instrument to reflect
the excess, if any, of the exercise price over the fair value of the minority
shares at the date of the option being exercised – i.e. the loss on the
put.  No recognition would be given to any gain on the put option
(i.e. if the exercise price is less than the fair value of the minority interest
shares).

      The
Company believes that over the term that the option is outstanding, minority
interest expense (“MI”) in the income statement should reflect a charge for the
excess of (i) the present value of the exercise price of the put option over
(ii) the current fair value of the MI shares.  The Company also
believes that in any given year, the minority interest expense should be
calculated based on the sum of a) MI’s otherwise share of net earnings and b)
the change in the excess put exercise price calculated above, if
any.  Minority interest on the balance sheet should be the sum of (1)
the original NBV  of MI and (2) the sum of (a) MI’s cumulative share
of earnings (net of distributions) and (b) the difference between the then FMV
of the MI shares and the then present value of the put price.  This
practice will be changed in 2009 (See below).

      Following
this approach, the Company only records the initial acquisition of shares and no
further increase to goodwill and minority interest based on the then FMV of the
business (i.e., the goodwill would reflect as though the Company owed its equity
interest and not 100%).  The additional goodwill recorded at the time
the option is exercised will be the difference between the fair value of the
additional business purchased and the carrying value of minority
interest.  That is, the excess of the put option exercise price over
the fair value of the minority interest would have already been
expensed.  Minority interest has not been treated as part of
equity.  This practice will be changed in 2009 (See
below).

      For
balance sheet presentation purposes minority interest would have been increased
by the excess of the put amount over the fair value of the minority owned
percentage covered by the “puts”.  Through December 31, 2007, minority
interest for these puts has never been adjusted, since fair value of the
minority interests covered by the puts exceeded the redemption amount of the
puts.

      Under
guidance from EITF D-98 the Company’s policy relating to accounting for puts is
in accordance with GAAP.  The Company will acquire at least equal
value (minority interest) in exchange for cash and company stock, it any issued;
i.e., the put amount.  (See note 17 of Form 10-K.)

      Upon the
adoption of FAS 141 (R) and FAS 160 the Company intends to record the initial
carrying amount of these put and call rights based on the current redemption
amounts as an adjustment to retained earnings, and an adjustment to temporary
equity – Noncontrolling Interest.  Future acquisitions of these
Noncontrolling Interests will be recorded as equity adjustments; i.e., no
additional adjustments to intangibles and goodwill.

          4

      Note
4.  Acquisitions, page 54

      2007 Acquisitions, page
54

                4.

                Tell
      us how you accounted for the additional payments of $1,500 that you will
      be required to make relating to the acquisition of Redscout,
      LLC.  Tell us where you recorded the offset to the accrual of
      deferred acquisition consideration.

      The
Company accounted for the additional payments of $1,500 relating to the
acquisition of Redscout, LLC as additional purchase price and as such was
allocated to goodwill.

      Note 8.  Goodwill
and Intangible Assets, page 61.

                5.

                Tell
      us the components of the goodwill of $14,383 that you acquired during the
      year ended December 31, 2007.  In this regard, we note your
      disclosure at Note 4 regarding goodwill acquired in your acquisitions of
      VitroRobertson LLC, Redscout LLC, and HL Group Partners LLC, totaling
      $6,523.

      The
components of the goodwill of $14,383 that was acquired in 2007 consist of the
following acquisitions; Redscout LLC ($4,206), HL Group Partners LLC ($3,442),
Northstar Research Partners ($469), VitroRobertson LLC ($375), Zyman Group LLC
($91), Trend Core LLC ($52) for a total of  $8,635 and an earn-out
payment for the 2004 acquisition of Bruce Mau Design Inc of $1,386. In addition,
during 2007, we discovered an error in the recording of the acquisition of
Crispin, Porter and Bogusky (CPB”).  In 2004, we recorded the
acquisition of CPB using VIE accounting but neglected to record deferred income
taxes related to identifiable intangibles which would be amortized for book
purposes but not tax purposes.  The adjustment was recorded in
November 2007 and resulted in an increase in goodwill of $4,362 and a
corresponding increase in deferred income taxes.  This adjustment did
not have any effect on the 2007 income statement.  We also reviewed
the potential effect of this adjustment on prior years and determined that the
adjustments would have been minimal and clearly not material to our financial
position or operations.

      Definitive Proxy Statement
Incorporated by Reference into Part III

      Compensation Discussion and
Analysis, page 12

      Comparator Companies, page
16

          5

                6.

                We
      note your references to certain comparator companies (including Omnicom,
      WPP Group, Interpublic, Harte Hanks, Vlassis, and
      Doubleclik).  It appears that the compensation committee may
      benchmark total compensation levels to your comparator
      group.  Refer to Regulation S-K Compliance and Disclosure
      Interpretations, Question and Answer 118.05, available at www.sec.gov/divisions/corpfin/guidance/regskinterp.htm.  If
      you engage in benchmarking, please confirm that you have identified all of
      the companies considered by you or Mercer in conducting the benchmarking
      analysis.  In future filings, please provide additional detail
      about how the comparator information was used in making compensation
      decisions with respect to your named executive officers in your most
      recent fiscal year.

      In 2007
and 2008, the Company’s Compensation Committee did not formally benchmark total
compensation levels to its comparator group.  The Company confirms
that it will provide additional detail about how the comparator information may
be used in making compensation decisions with respect to named executive
officers.

      Incentive Awards Earned
Based on 2007 Performance, page 16

                7.

                We
      note your references to various pre-approved individual and corporate
      performance criteria and targets connection with determination of your
      incentive awards.  Please disclose these pre-approved criteria
      and targets in future filings.  To the extent the targets are
      not stated in quantitative terms, disclose how the compensation committee
      determined the officer’s achievement levels for that performance
      measure.  If you believe that disclosure of performance goals is
      not required because it would result in competitive harm such that you may
      omit this information under Instruction 4 to Item 402(b) of Regulation
      S-K, please provide in your response letter detailed explanation of such
      conclusion.  If you believe you have a sufficient basis to keep
      the information confidential, disclose in future filings how difficult it
      would be for the executive or how likely it would be for you or a business
      unit to achieve the undisclosed performance goal.  General
      statements regarding the level of difficulty or ease associated with
      achieving the goals are not sufficient.  In discussing how
      difficult it will be for an executive or how likely it will be for you or
      a business unit to achieve the performance goals, provide as much detail
      as necessary without providing info

CORRESP
1
filename1.htm

    Unassociated Document

    December
15, 2008

    Larry
Spirgel

    Assistant
Director

    Mail Stop
0407

    Division
of Corporation Finance

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549

              Re:

              MDC Partners
      Inc.

              Form
      10-K for Fiscal Year Ended December 31, 2007 - filed March 10,
      2007;

              Form
      10-Q for Fiscal Quarter Ended September 30,
2008

              File
      No. 1-13178

    Dear Mr.
Spirgel:

    This
letter will confirm that MDC Partners (the “Company”) and Melissa Hauber
(Securities and Exchange Commission) have agreed that the Company will submit
its response to the most recent comments of the Staff of the Division of
Corporation Finance (set forth in your letter dated December 11, 2008) on or
prior to January 13, 2009.

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

                    Very
      truly yours,

                    /s/
      Mitchell Gendel

                    Mitchell
      Gendel

                    General
      Counsel & Corporate Secretary

                    MDC
      Partners Inc.

              cc:

              Melissa
      Hauber

    Robert S. Littlepage, Jr.

         Securities and
Exchange Commission

    Miles S.
Nadal, Chairman, President and Chief Executive Officer

    David
Doft, Chief Financial Officer

    Michael
Sabatino, Chief Accounting Officer

    Members
of the Audit Committee

         MDC
Partners Inc.

Mail Stop 3720

        July 31, 2007

Mr. Michael Sabatino
Chief Accounting Officer
MDC Partners, Inc.
45 Hazelton Avenue
Toronto, Ontario, M5R 2E3

 Re:  MDC Partners, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended March 31, 2007
File No. 1-13178

Dear Mr. Sabatino:

 We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    July
      30,
      2007

    Larry
      Spirgel

    Robert
      S.
      Littlepage, Jr.

    Mail
      Stop
      0407

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              MDC
                Partners Inc.

    Form
      10-K for Fiscal Year Ended December 31, 2006

    Form
      10-Q for Fiscal Quarters Ended March 31, 2007

    File
      No. 1-13178

    Dear
      Mr.
      Spirgel and Mr. Littlepage:

    Further
      to the prior 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 June 12, 2007 (the “June 12 Letter”) regarding the Company’s
      above-referenced filings, the Company has determined that, as outlined in the
      enclosed schedule, the results of operations and related assets and liabilities
      of Mono Advertising LLC ("Mono") are immaterial to the consolidated
      financial statements of MDC Partners Inc. The Company further acknowledges
      that
      a conclusion on the accounting treatment of Mono has not yet been reached.
      The
      Company also confirms and acknowledges that it will continue to monitor and
      assess its analysis and conclusion that the results of operations and related
      assets and liabilities of Mono are immaterial to the consolidated financial
      statements of MDC Partners Inc.

    * * * * * * *

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          July
            30,
            2007

          Page
            2
of
            2

    Please
      direct any questions concerning the above responses to the undersigned
      (telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan
      Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
      225-3999).

              Very
                truly yours,

              /s/
                Michael Sabatino

              Michael
                Sabatino

              Chief
                Accounting Officer

              MDC
                Partners Inc.

    Enclosures

            cc:

              Melissa
                Hauber

    Securities
      and Exchange Commission

    Miles
      S.
      Nadal, Chairman and Chief Executive Officer

    Mitchell
      Gendel, General Counsel

    Members
      of the Audit Committee

    MDC
      Partners Inc.

    Joseph
      Klausner

    BDO
      Seidman LLP

    Ethan
      Klingsberg, Esq.

    Cleary
      Gottlieb Steen & Hamilton LLP

        2

      MDC
        Partners Inc.

      Materiality
        Analysis of Mono Advertising LLC

      Amounts
        in (000's)

                Statement
                  of Operations:

                Full
                  year 2006

                Full
                  year 2007

                As
                  Reported

                Estimated
                  Results

                Mono

                Advertising

                Mono

                Advertising

                Mono

                Advertising

                Mono

                Advertising

                  Consolidated

                  Totals

                Actual

                Results
                  (1)

                As
                  a % of

                Totals

                  Consolidated

                  Totals

                Estimated

                Results

                As
                  a % of

                Totals

                Revenue

                $

                423,671

                $

                1,244

                0.29

                %

                $

                531,867

                $

                2,226

                0.42

                %

                Operating
                  profit

                13,286

                12

                0.09

                %

                25,674

                (257

                )

                -1.00

                %

                Equity
                  in earnings (loss) of non-consolidated affiliates

                168

                (20

                )

                (2)

                11.90

                %

                (123

                )

                (192

                )

                (2)

                -156.10

                %

                Minority
                  interests

                16,708

                48

                0.29

                %

                23,129

                (52

                )

                -0.22

                %

                Net
                  loss

                $

                (33,539

                )

                $

                -

                (3)

                0.00

                %

                $

                (11,775

                )

                $

                -

                (3)

                0.00

                %

        (1)
          Mono
          was consolidated effective July 1, 2006, prior to that carried on the equity
          basis.

        (2)
          Included here to give pro-forma effect as if Mono had not been consolidated
          on
          July 1, 2006.

          (3)
            No
            impact on net income

                Balance
                  Sheet:

                As
                  of December 31, 2006

                As
                  of March 31, 2007

                As
                  Reported

                As
                  Reported

                Mono

                Advertising

                Mono

                Advertising

                Mono

                Advertising

                Mono

                Advertising

                  Consolidated

Totals

                Actual

                Results

                As
                  a %

                of
                  Totals

                  Consolidated

                  Totals

                Estimated

                Results

                As
                  a % of

                Totals

                Total
                  Assets

                $

                493,501

                $

                739

                0.15

                %

                $

                504,393

                $

                975

                0.19

                %

                Total
                  Liabilities

                $

                322,534

                $

                391

                0.12

                %

                $

                338,693

                $

                848

                0.25

                %

        Conclusion:

      As
        shown
        above, the effect of consolidating of Mono Advertising, LLC ("Mono") as compared
        to the accounting for Mono on the equity method is immaterial to MDC's
        consolidated financial statements. In
        addition Equity in earnings (loss) of non-consolidated affiliates line item
        is
        not considered material to the total statement of operations of MDC,
        representing approximately 1%
        of
        operating profit in both 2006 and estimated 2007.

          3

CORRESP
1
filename1.htm

      Unassociated Document

    July
      2,
      2007

    Mr.
      Larry
      Spirgel

    Assistant
      Director

    Mail
      Stop
      0407

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              MDC
                Partners Inc.

    Form
      10-K for Fiscal Year Ended December 31, 2006 (the “2006 Form
      10-K”)

    Filed
      March 16, 2007

    Form
      10-Q for Fiscal Quarter March 31, 2007

    File
      No. 1-13178

    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 June 12, 2007 (the “June 12 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 June 12 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, 2006

    Note
      4
      - Acquisitions, page 54

              1.

              We
                note your response to prior comment 2. It is not clear to us why
                you have
                cited EITF 96-16 and EITF 97-2 as a basis for consolidation of Mono
                Advertising, LLC. In this regard, EITF 96-16 addresses a situation
                where
                the majority investor is not able to consolidate an entity due to
                certain
                rights granted to a minority shareholder. Since you are the minority
                shareholder of Mono, this issue does not appear to be within the
                scope of
                EITF 96-16. In addition, EITF 97-2 addresses the accounting for
                contractual arrangements between a management entity and an operations
                entity. As it appears that your contractual agreement is between
                the
                owners of Mono, it is unclear to us why you believe this guidance
                applies
                to your fact pattern. If you continue to believe that consolidation
                of
                Mono is appropriate, please provide us with a more detailed analysis
                of
                your basis for this policy as well as a copy of the operating agreement
                that sets forth each owner’s rights and
                obligations.

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          July
            2,
            2007

          Page
            2
of
            5

    SUMMARY

    The
      Company has cited EITF 96-16 and EITF 97-2 as guidance in determining that
      the
      majority shareholders do not have control of Mono and thus should not
      consolidate Mono. Furthermore, as described in greater detail below, control
      rests with the minority shareholder, the Company, and based on this control
      the
      Company has consolidated Mono.

    In
      the
      context of EITF 97-2, the Company believes that it is the management entity
      (i.e. the entity with the controlling votes) and the operations entity is Mono.
      Through the “Second Amended and Restated Operating Agreement of Mono Advertising
      LLC”, the Company has a contractual arrangement with the other equity holders
      and Mono, the operating company. The Company has determined that, as a holding
      company with significant decision making and control rights (as described
      below), the Company functions as a management entity under EITF 97-2.

    DETAILED
      ANALYSIS

    The
      Company and Founding Partners as “Members” and Mono LLC have entered into the
      Second Amended and Restated Operating Agreement of Mono Advertising LLC (the
      “Agreement”), dated July 1, 2006. Article IV of the Agreement outlines the
      responsibilities and rights of the Members regarding the management of Mono.
      Section 4.3 defines the Managers to be three representatives of the Company
      and
      three from the Founders. The three representatives of the Company are Rob
      Dickson - Managing Director, Ray Forzley - Director of Corporate Development
      and
      Steven Berns - President and CFO. Section 4.10 provides the Company with the
      tie
      breaking vote in all matters. Section 4.1 outlines the specific rights and
      responsibilities of the Company, the Founders and the Managers. This Section
      4.1
      describes the control rights the Company has such as approval of the operating
      and capital budget decisions, the ability to terminate and to set the
      compensation of management (including the Founders) responsible for implementing
      Mono’s policies and procedures. Section 4.1 (e) requires participation by Mono
      in the Company’s cash management program, which requires all of Mono’s cash
      receipts to be swept daily into the Company’s concentration bank
      account.

        Mr.
          Larry
          Spirgel
          Securities
            and Exchange Commission

          July
            2,
            2007

          Page
            3
of
            5

    EITF
      97-2:

              ·

              EITF
                97-2 provides guidance that “A controlling financial interest exists if,
                for a requisite period of time, the PPM has “control” over the physician
                practice and has a “financial interest” in the physicians’ practice that
                meets all six of the requirements listed below.” Application of these
                requirements is as follows: (Assume the Company is the PPM and Mono
                is the
                physician practice.)

    Term
      - The contractual arrangement between the Company and Mono:

              1.

              Has
                a term that is either (a) the entire remaining legal life of Mono
                or (b) a
                period of 10 years or more.
                Mono is a LLC which is expected to have an indefinite life, thus
                the
                contractual arrangement between the Company and Mono is deemed to
                have an
                indefinite life. (See Section 1.5.)

              2.

              Is
                not terminable by Mono except in the case of gross negligence, fraud,
                or
                other illegal acts by the Company, or bankruptcy of the
                Company.
                Mono can not terminate the Agreement with the Company. The Agreement
                can
                only be terminated upon dissolution/liquidation of Mono by the Company
                and
                the Founders. (See Article IX.)

    Control
      - The Company has exclusive authority over all decision making related to both
      of the following:

              3.

              Ongoing,
                major, or central operations of Mono, except for providing marketing
                communication services.
                In
                accordance with the Agreement, the Founders shall report directly
                to the
                Mono Board of Members and to the Company. The Founders and other
                Managers
                are to carry out their duties, as may be assigned to them from time
                to
                time by or under the authority of the Mono Board of Members and/or
                the
                Company. During their term, the Founders and Managers shall have
                the
                responsibility (subject to the term of the authority of the Board
                of
                Members and the Company and the parameters of the current operating
                and
                capital budgets including cash flow and the incurrence of debt) for
                the
                general management of the business and together with management of
                the
                Company, the long-term planning of the Mono. As a result, the Company
                has
                authority over decision making related to the ongoing, central operations
                of the business. This is authority is derived from the Company’s tie
                breaking vote. (See Section 4.1.)

              4.

              Total
                compensation of the employees of Mono, as well as the ability to
                establish
                and implement guidelines for the selection, hiring and firing of
                them.
                The Agreement provides for the Company to approve compensation and
                the
                hiring and firing of employees. This approval right is derived from
                the
                Company’s tie breaking vote. (See Section 4.1 (a) (xii) and (b)
                (iii)-(v).)

        Mr.
          Larry
          Spirgel
          Securities
            and Exchange Commission

          July
            2,
            2007

          Page
            4
of
            5

    Financial
      Interest - The Company must have significant financial interest in Mono that
      meets both of these criteria:

              5.

              Is
                unilaterally salable or transferable by the Company. According
                to the Agreement, the Company’s membership interests may be sold or
                transferred by the Company without the consent of the Founders and
                no
                membership interest shall be sold or transferred by the founders
                without
                the consent of the Company. (See Section
                10.1.)

              6.

              Provides
                the Company with the right to receive income, both as ongoing fees
                and as
                proceeds from the sale of its interest in Mono, in an amount that
                fluctuates based on the operations of Mono and the change in the
                fair
                value thereof.
                Profits are split between the equity holders based on current ownership
                interests based the current performance and operating results of
                Mono.
                (See Section 3.3.)

    CONCLUSION

    Based
      on
      the analysis set forth above, the Company has satisfied the contractual criteria
      of EITF 97-2 for consolidating Mono.

    The
      Company has included as an exhibit to this letter the Second Amended and
      Restated Operating Agreement of Mono Advertising LLC.

    *
*
*
*
*
*
*

    Please
      direct any questions concerning the above responses to the undersigned
      (telephone: (646) 429-1803; fax: (212) 937-4365), with a copy to Ethan
      Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
      225-3999).

              Very
                truly yours,

            /s/

              Michael
                Sabatino

              Chief
                Accounting Officer

        Mr.
          Larry Spirgel
          Securities
            and Exchange Commission

          July
            2,
            2007

          Page 5
            of
            5

    Enclosures

            cc:

              Melissa
                Hauber

    Robert
      S.
      Littlepage, Jr.

    Securities
      and Exchange Commission

    Miles
      S.
      Nadal, Chairman and Chief Executive Officer

    Mitchel
      Gendel, General Counsel & Corporate Secretary

    Steven
      Berns, President and Chief Accounting Officer

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

    Joseph
      Klausner, BDO Seidman LLP

    Ethan
      Klingsberg, Esq., Cleary Gottlieb Steen & Hamilton LLP

Mail Stop 3720

       June 12, 2007

Mr. Steven Berns
Chief Financial Officer
MDC Partners, Inc.
45 Hazelton Avenue
Toronto, Ontario, M5R 2E3

Re: MDC Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 16, 2007

Form 10-Q for Fiscal Quarter March 31, 2007
  File No. 1-13178

Dear Mr. Berns:

We have reviewed your supplemental response letter dated May 21, 2007 as well
as your filing and have the following comments.  As noted in our comment letter dated
April 27, 2007, we have limited our review of your filing to those issues we have addressed in our comments and do not intend to expand our review to other portions of your documents.

Form 10-K for Fiscal Year Ended December 31, 2006

Note 4 – Acquisitions, page 54

1. We note your response to prior comment 2.  It is not clear to us why you have cited EITF 96-16 and EITF 97-2 as a basis for consolidation of Mono Advertising, LLC.  In this regard, EITF 96-16 addresses a situation where the majority investor is not able to consolidate an entity due to certain rights granted to a minority shareholder.  Since you are the minority shareholder of Mono, this issue does not appear to be within the scope of EITF 96-16.  In addition, EITF 97-2 addresses the accounting for contractual arrangements between a management entity and an operations entity.  As it appears that

Mr. Steven Berns
MDC Partners, Inc.
June 12, 2007 Page 2
your contractual agreement is between the owners of Mono, it is unclear to us why you believe this guidance applies to your fact pattern.  If you continue to believe that consolidation of Mono is appropriate, please provide us with a more detailed analysis of your basis for this policy as well as a copy of the operating agreement that sets forth each owner’s rights and obligations.

*    *    *    *

You may contact Melissa Hauber, Senior  Staff Accountant, at (202) 551-3368 or
Robert S. Littlepage, Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    May
      21,
      2007

    Mr.
      Larry
      Spirgel

    Assistant
      Director

    Mail
      Stop
      0407

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              MDC
                Partners Inc.

                Form
                  10-K for Fiscal Year Ended December 31, 2006 (the “2006 Form
                  10-K”)

                Filed
                  March 16, 2007

                File
                  No. 1-13178

    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 April 27, 2007 (the “April 27 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 April 27 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, 2006

    Note
      2- Significant Accounting Policies

    Revenue
      Recognition - page 49

              1.

              We
                note your responses to our prior comments contained in your April
                9, 2007
                letter. We have the following additional
                comments:

              a)

              We
                note your statement that work typically begins 30 to 60 days before
                the
                contract is finalized and signed. Clarifying the point at which you
                begin
                recognizing revenue on these arrangements. Confirm that you do not
                recognize revenue before the contract is signed and that you do not
                accelerate the recognition pattern to adjust for the 30 to 60 days
                prior
                to the start of the
                contract.

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          May
            21,
            2007

          Page
            2 of
            9

    The
      Company recognizes revenue when persuasive evidence of an arrangement exists
      and
      fees are fixed or determinable. The Company does not recognize revenue until
      the
      contract is signed. The Company confirms that the revenue recognition pattern
      does not begin until the start of the contract and is not adjusted for the
      30 to
      60 days prior to the start of the contract.

              b)

              The
                sample contract that you previously provided to us contains a fixed
                fee
                pertaining to all services and deliverables covered in the agreement.
                Tell
                us whether you have any contracts accounted for using proportional
                performance that contain different fee arrangements (e.g., that are
                not
                fixed fee). Confirm for us that none of your contracts establish
                specific
                amounts for the generation of marketing ideas and concepts versus
                tangible
                deliverables to be provided to the client (such as brand videos,
                television commercials,
                etc.).

    For
      all
      contracts accounted for under the proportional performance model, the Company
      confirms that the terms of those contracts are fixed fee. The Company does
      not
      use the proportional performance model for contracts for which the fee is not
      fixed.

              c)

              Your
                sample contract also provides for the reimbursement of certain types
                of
                travel, out-of-pocket, and research expenses that you incur in providing
                your services. Tell us and disclose, the future filings, your accounting
                policy with respect to the revenues associated with these pass-through
                costs, in accordance with the guidance in EITF 01-14. Note that this
                comment applies to all pass-through costs that would fall within
                the scope
                of EITF 01-14, and is not limited solely to pass-through costs associated
                with contracts being accounted for using a proportional performance
                model.

    The
      Company follows the guidance in EITF 01-14, which requires reimbursements
      received for out-of-pocket expenses incurred as revenue. Accordingly, under
      this
      Issue the Company records reimbursements received for out-of-pocket expenses
      incurred as revenue.

    The
      Company has disclosed this policy in its Form 10-Q for the periods ended March
      31, 2007 as filed on May 8, 2007.

              d)

              We
                note your disclosure at page 49 that a small portion of your contractual
                arrangements with customers includes performance incentive provisions.
                Clarify the types of arrangements that include these payments and
                tell us
                how the incentive provisions affect your application of the proportional
                performance model.

    The
      arrangements which provide for performance incentive provisions generally
      require a base fixed fee with additional performance incentives to be earned.
      Generally, incentive provisions are only part of retainer based arrangements
      and
      are not recognized as revenue until the amount is determinable and collection
      is
      reasonably assured. Accordingly, incentive provisions are not part of
      arrangements where the proportional performance model is used and thus would
      have no impact on the application of the proportional performance
      model.

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          May
            21,
            2007

          Page
            3
of
            9

              e)

              Although
                we understand that the scope of EITF 91-6 pertains to a different
                type of
                arrangement than the nature of services you are providing, tell us
                what
                consideration you have given to this accounting guidance. We understand
                that in practice, an analogy has been made to the model set forth
                in EITF
                91-6 whereby revenue is recognized using the lesser of non-refundable
                cash
                received or the results achieved using the proportional performance
                model
                applied on a straight-line basis. This model ensures that the criteria
                has
                been met that the revenue is realized or realizable. To the extent
                that
                you have not previously given consideration to EITF 91-6, tell us
                how you
                have determined that the aforementioned criterion of revenue recognition
                has been met.

    The
      Company believes that EITF 91-6 is not applicable because the Issue concludes
      that revenue should be recognized on the basis of the lesser of two amounts.
      In
      the case of the Company’s arrangements, where the proportional performance model
      is used, the fee is fixed, thus there is only one amount which could be
      recognized. If an arrangement were to be terminated, the Company would receive
      fees for services up to the termination date. The contractual terms (having
      to
      pay for services through the termination date) ensure that these amounts are
      realizable and create a contractual obligation on the part of the client to
      pay
      for such service. In applying the proportional performance model on a
      straight-line basis (i.e., over the term of the contract) the amount of revenue
      recognized would match the fees earned through the termination date. Thus,
      at
      any time, the amount of cumulative revenue recognized on a monthly basis is
      equal to the non-refundable payments received.

              f)

              Tell
                us your consideration of whether the amount of fees that you retain
                in the
                event of a client’s termination represents a penalty. Again, while not
                directly on point, you may wish to consider the concepts in EITF
                D-96 in
                preparing your response.

    Generally,
      the amount of fees retained in the event of a client’s termination do not
      represent a penalty but rather fees for services rendered up to the termination
      date. The majority of the Company’s arrangements require a notice period to be
      given to the Company of approximately 90 days prior to the termination date.
      The
      Company does have certain contracts which do require the client to pay a fixed
      termination payment that is similar to a penalty. In these cases the Company
      will recognize the amount of the termination fee over any required service
      or
      non-action period.

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          May
            21,
            2007

          Page
            4
of
            9

    EITF
      D-96
      provides guidance regarding amounts that would be receivable upon termination
      pursuant to penalty provisions. This Issue concludes that such amounts are
      not
      an appropriate basis on which to recognize revenue, unless a termination has
      occurred. The Company follows this guidance in that revenue is recognized upon
      a
      termination based on services being provided up to the termination date. In
      the
      event of a termination payment, revenue is only recognized when there are no
      further obligations to be performed on behalf of the Company or over a stated
      termination period. Generally, the amounts to be received are determinable
      and
      not based on estimates.

    Note
      4
      - Acquisitions, page 54

              2.

              Explain
                for us in more detail how you determined that it was appropriate
                to begin
                consolidating Mono Advertising, LLC effective July 1, 2006. In this
                regard, we note at page 4 that you own 49.9% of this entity as of
                December
                31, 2006.

    FACTS

    Effective
      July 1, 2006, the Company and the Founding partners (current management and
      majority holders) amended the Mono Advertising LLC (“Mono”) operating agreement.
      The Company currently owns 49.9% of the equity at risk of Mono while the
      Founders own 50.1%. The Founders interest in Mono is held by a separate “S”
Corp. Prior to this amendment the Company determined that consolidation was
      not
      appropriate due to guidance in EITF 97-2, which states in Issue 1, under the
      caption Financial Interest, specifically the fifth criteria - “the financial
      interest must be unilaterally salable or transferable …” Section 10.1 (a) of the
      operating agreement provided that “no membership interest shall be sold or
      transferred by the Company without the consent of the Founders and similarly,
      no
      membership interest shall be sold of transferred by the founders without the
      consent of the Company.” Accordingly, the Company did not have the unilateral
      right to sell its interest in Mono and did not satisfy the required fifth
      criteria noted above in order to deem the investment to be consistent with
      that
      of a controlling interest. As part of the July 1, 2006 amendment to the
      operating agreement, Section 10.1 (a) has been changed to allow the Company
      to
      sell or transfer its membership interests without the consent of the Founders.
      The following analysis provides documentation regarding the guidance of FIN
      46(R) “ Consolidation of Variable Interest Entities”, FAS94 “Consolidation of
      All Majority-Owned Subsidiaries”, EITF’s 96-16 “Investor’s Accounting for an
      Investee When the Investor has a Majority of the Voting Interest but the
      Minority Shareholder or Shareholders Have Certain Approval or Veto Rights” and
      97-2 “Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician
      Practice Management Entities and Certain Other Entities with Contractual
      Management Arrangements”;

          Mr.
            Larry
            Spirgel

          Securities
            and Exchange Commission

          May
            21,
            2007

          Page
            5
of
            9

    ANALYSIS

    FIN
      46
      (R):

    Pursuant
      to the scope paragraph 8 of FIN 46 (R), an entity
      that is deemed to be a business (which Mono has been deemed to be) need not
      be
      evaluated to determine if it is a variable interest entity (VIE) unless one
      of
      the following conditions exists:

    a.
      The reporting enterprise, its related parties, or both participated
      significantly in the design or redesign of the entity, and the entity is neither
      a joint venture nor a franchisee. The
      Company purchased its ownership from an existing operating entity, thus, this
      criteria does not apply.

    b.
      The entity is designed so that substantially all of its activities either
      involve or are conducted on behalf of the reporting enterprise and its related
      parties.

    The
      entity (Mono) is designed as a marketing communications company whose activities
      do not involve and are not conducted on behalf of the Company.

    c.
      The reporting enterprise and its related parties provide more than half of
      the
      total of the equity, subordinated debt, and other forms of subordinated
      financial support to the entity based on an analysis of the fair values of
      the
      interests in the entity.

    As
      part of the formation of Mono, the Company contributed $700,000, while the
      Founders contributed assets and liabilities of an existing business. Based
      on
      the fair values at the time, the amount contributed by the Company represented
      49.9% of the fair value of Mono. The Company currently does not provide
      financial support to Mono. The only debt on Mono’s books are capital leases
      which are not significant.

    d.
      The
      activities of the entity
      are primarily related to securitizations, other forms of asset-backed
      financings, or single-lessee leasing arrangements.

    The
      activities of Mono are marketing communications and not related
      to securitizations, other forms of asset-backed financings, or single-lessee
      leasing arrangements.

    Therefore,
      the Company has concluded that Mono is not a VIE.

    EITF
      96-16 and EITF 97-2:

              ·

              The
                Founders (majority holders) have the typical “minority shareholder” rights
                which require their consent to the following: changes to articles
                of the
                LLC, fees paid to the Company, sale of assets, changes to proportionate
                ownership - these rights are not substantive management participatory
                r

CORRESP
1
filename1.htm

    May
      4,
      2007

    Larry
      Spirgel

    Assistant
      Director

    Mail
      Stop
      0407

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              MDC
                Partners Inc.

                Form
                  10-K for Fiscal Year Ended December 31, 2006, Filed March 16,
                  2007

                File
                  No. 1-13178

    Dear
      Mr.
      Spirgel:

    MDC
      Partners Inc. (the “Company”) is in receipt of the comment letter of the Staff
      of the Division of Corporation Finance to the Company, dated April 27, 2007.
      As
      discussed earlier today with Ms. Hauber, the Company hereby confirms that it
      will file a response letter to all of the Staff’s comments on or prior to May
      18, 2007.

              Very
                truly yours,

              ____________________________

              Steven
                Berns

              President
                & Chief Financial Officer

              MDC
                Partners Inc.

            cc:

              Melissa
                Hauber

    Robert
      S.
      Littlepage, Jr.

    Securities
      and Exchange Commission

    Miles
      S.
      Nadal, Chairman and Chief Executive Officer

    Mitchell
      Gendel, General Counsel

    Members
      of the Audit Committee

    MDC
      Partners Inc.

    Joseph
      Klausner, BDO Seidman LLP

CORRESP
1
filename1.htm

April 9, 2007

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

      Form 10-K for Fiscal Year Ended December 31, 2005 (the “2005 Form 10-K”)

      Filed March 16, 2006

      Forms 10-Q for Fiscal Quarters Ended June 30, 2006 and March 31, 2006

      (the “Forms 10-Q”)

      File No. 1-13178

Dear Mr. Spirgel:

Set forth below are the responses of MDC Partners Inc. (the “Company”) to questions raised on the telephonic call with the Staff of the Division of Corporation Finance, on March 20, 2007.

The Staff’s comments, indicated by bold, are followed by responses on behalf of the Company.

Summary of MDC’s Business

The Company provides marketing communication services for a diverse group of clients in a variety of sectors. The services provided to each client are customized to each client and involve marketing communications and/or strategy consulting for a specific product or service, a brand of products or services, a company as a whole or any combination of these items.

In order to win a new client engagement or new client assignment, the Company’s subsidiaries (“Agency”) often do a significant amount of research about the prospective client and their products/brands. Based on the knowledge an Agency obtains from such efforts, the Agency then makes a presentation to the prospective client. Based upon the presentation and several other factors including but not limited to reputation, experience in the client’s sector and cultural fit, the Agency is either selected or rejected by the client. If the Agency is selected, a contract is negotiated including the fees to be paid. In most cases the work typically begins 30 to 60 days before the contract is finalized and signed, however all basic financial terms and conditions as

Mr. Larry Spirgel

Securities and Exchange Commission

April 9, 2006

Page 2 of 6

well as the types of services to be provided are agreed to quickly. The usual reason for the delay in signing the contracts is the negotiations around the ownership of the work and the time period after the assignment that the Agency could use that or similar work for a new client. The costs incurred by the Agency to prepare the proposed marketing communications program are expensed as incurred; no costs are deferred.

Once a client engagement is won, the Agency immediately begins working with the client to either further develop the marketing communications materials presented to win the engagement or only use certain particular ideas that were presented to the client. This work often begins even if the contract has yet to be signed.

Services provided generally include the use of all the disciplines offered by a particular Agency. The services revolve around the creation of a marketing communications program and idea(s) to be applied to either the specific product, brand of products or for the company as a whole. Once the idea(s) have been initially developed they are further refined. Then execution of specific initiatives begins including but not limited to strategic planning and consulting, print media, television commercials, guerilla marketing concepts, internet banners and interactive media. In addition, based on an initial idea, market research may be performed which will provide actual consumer feedback that either confirms the idea or identifies weaknesses with the idea and possibly provides a new direction in which the idea should be focused on. These activities often occur simultaneously, such that if the client were to
terminate the agreement prior to full completion they would have gotten value for the services provided.

Generally, if a client continues to reject ideas and/or the different types of marketing communications materials described above (i.e. print media, television commercials etc.), the client would terminate the Agency.

All agreements have a termination clause which provides for the Agency to be compensated for services performed up to the date of termination. This has been interpreted and tested, in practice, by the Agencies to mean that the Agency will receive on a pro-rata basis the fees it would have earned up to the termination date. For example, if a client terminated the contract 30 days after it was in effect, and the total fee was $1 million for a period of ten months of work, the Agency would be entitled to 1/10 of the $1 million or $100,000. The Company believes this further supports the fact that the client recognizes their having received value from the start of the contract. In fact, since the Agency has been working closely with the client throughout the pitch process, upon commencement of the contract, the Agency is able to immediately deliver value to the
client. Additionally, the client actually receives value before the contract term started; when they received the initial marketing communications program and ideas that the Agency provided to the client as part of the pitch process.

In determining the fees to charge a client, the Agency will generally estimate the full time equivalents (‘FTE’s”) required to service the client over the expected term of the contract. These FTE’s may or may not be the same people throughout the assignment, depending on the

            2

Mr. Larry Spirgel

Securities and Exchange Commission

April 9, 2006

Page 3 of 6

marketing communications to be provided to the client. The Agency will then look to the current competitive environment, size of the client and its prior success in the client’s sector and try to determine the overall value it will be bring to the client. In effect, the Agency generally tries to charge the highest fee that the client is willing to accept.

Trying to determine the fee for the different types of marketing communications such as print media or television commercials is not done as the specifics may not be known at the outset of the contract as the marketing plan/strategy has not been finalized and may take different directions. As mentioned above, the Agency fee is based on the total estimated FTE’s required to perform all the services required.  Accordingly, the fee is not based on specific deliverables. An Agency typically has employees who are concentrated and specialized in areas including but not limited to creative, print media, production of television commercials and internet communications.  Therefore, in estimating the required FTE’s as each type of deliverable is being worked on, all of these specialized individuals participate in a variety of activities. As a result of this method of determining the fees, an Agency does not
look at inputs (i.e. time spent on a client) as each hour spent working on the client’s marketing plan does not have equal value to the client. For this reason employees are generally not required to maintain time sheets.

For the year ended December 31, 2006, the Company had total revenues of $424 million. Included in this total were retainer revenues of $198 million, commission revenues of $100 million, project revenue (including revenue recognized under the proportional performance model) of $104 million and other revenues of $22 million.

The first question raised by the Staff was “Why the Company cannot determine Fair Value under EITF 00-21?”.

The Company believes that EITF 00-21 does not apply because the multiple “deliverables” being provided should not be considered a separate unit of accounting as there is no objective and reliable evidence of the fair value of the undelivered item(s). As described above, in determining a fee to charge a client, the Company does not place a value on deliverables but rather on the total services to be provided over the anticipated term of the contract. Because each client engagement is customized to each client, there is no menu of services or standard costs charged for any type of deliverable being provided to a client.

Have you considered EITF 99-17?

The Company has not considered EITF 99-17 and believes that this guidance is not appropriate for the Company to consider. This guidance suggests using the value of advertising surrendered for cash as a proxy for the fair value of advertising received in a barter transaction. The advertising in this guidance refers to using marketing communications that have already been developed. The value described in the guidance refers to the cost of “running” the communications in either print or television or on the internet or over any other medium. The

            3

Mr. Larry Spirgel

Securities and Exchange Commission

April 9, 2006

Page 4 of 6

Company earns its fees for developing the communications. The Company generally acts as agent for the client and passes the costs back to the client to “run” the communications.  These pass-thru costs are recorded net on the statement of income.

Is there an implicit form of client acceptance?

The Staff referred to Section 9 of the sample contract that the Company had previously provided to the Staff between Kirshenbaum Bond + Partners and the Coca-Cola Company, which relates to “Ownership of Materials”. More specifically the Staff referred to Section 9 (c) of that agreement which allows the Agency the right to use creative ideas and slogans “rejected” by the client and questioned whether this rejection right implied that client acceptance was required in order to recognize revenue. Although this contract has this type of rejection clause, the majority of the Company’s other contracts do not, as the client wants the right to retain all materials produced by the Agency for it whether the client uses those materials and ideas or not. The Company has concluded that this clause by itself does not imply a requirement for client acceptance of the services provided. The Company
believes that this is evidenced through the termination clause which provides that the Agency will be paid for all services provided (i.e. pro-rata of the total fee of the contract from the start date of the contract to termination date) regardless of whether the client likes the ideas or not. This clause is stated in Section 13 (a) of the Coca-Cola contract. Generally, as stated above, the reason a client terminates an Agency is that the client does in fact not like the work of the Agency or that the work is not producing the desired effect in terms of client revenues.

What is the pattern of service?

As stated above, the Company provides services to the client right from the start of the contract. These services continue throughout the term of the contract, with identified deliverables being developed and delivered throughout the term of the contract. The Agency/client relationship is initiated by the original marketing communications program presented to the client in order to win the assignment. Additional building blocks are added as the Agency and client work together to refine the original ideas which then result in the development of the various forms of marketing communications. Additional marketing communications services such as market research and further refined strategies are sometimes added to the service mix resulting in a marketing communications program that is effective for the client. This is an iterative process that continues throughout the term of the contract.

Should revenue be recognized from day one of the contract?

Yes. Based on the termination clause in the contract, the Agency will be compensated for all services provided to the date of termination. Specifically, the Agency will receive a pro-rata portion of the total fee of the contract from the start date of the contract to the termination date regardless of whether the client likes the marketing communications program and ideas. In

            4

Mr. Larry Spirgel

Securities and Exchange Commission

April 9, 2006

Page 5 of 6

addition, the client recognizes that the Agency provided services and value to them during the selection process before they were officially engaged. The costs of these services are expensed as incurred by the Agency since these costs are considered start-up costs and recoverability of these costs is not expected.

Should revenue be recognized on a straight-line basis?

The Company has concluded that EITF 00-21 does not apply as the multiple deliverables being provided do not constitute separate units of accounting but rather one unit as there is no objective and reliable evidence of the fair value of the undelivered item(s). The Company evaluated that input measures are not used as each hour spent working on the client’s marketing plan does not have equal value to the client. The Company further evaluated output measures which are not used as the fair value of the outputs cannot be determined. The pattern of service is such that services are provided throughout all contracts 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. The straight-line basis appears to be the most systematic and rational basis which represents the pattern in which performance takes place.

*                     *                     *                     *                     *

Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1803; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

/s/ Steven Berns

Steven Berns

President and Chief Financial Officer

MDC Partners Inc.

            5

Mr. Larry Spirgel

Securities and Exchange Commission

April 9, 2006

Page 6 of 6

            cc:

            Melissa Hauber

            Robert S. Littlepage, Jr.

                    Securities and Exchange Commission

      Miles S. Nadal, Chairman and Chief Executive Officer

      Mitch Gendel, General Counsel

      Members of the Audit Committee

                MDC Partners Inc.

      Joseph Klausner

                BDO Seidman LLP

      Bruce Toner

                KPMG

      Ethan Klingsberg, Esq.

                Cleary Gottlieb Steen & Hamilton LLP

            6

CORRESP
1
filename1.htm

March 7, 2007

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

            Form 10-K for Fiscal Year Ended December 31, 2005 Filed March 16, 2006

            Forms 10-Q for Fiscal Quarters Ended June 30, 2006 and March 31, 2006

            File No. 1-13178

Dear Mr. Spirgel:

Further to 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 letters dated November 3, 2006 and February 5, 2007, regarding the Company’s above-referenced filings, the Company hereby reconfirms and acknowledges the following :

            i.

            the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

            ii.

            staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

            iii.

            the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            *

            *

            *

            *

            *

            *

            *

Mr. Larry Spirgel

Securities and Exchange Commission

March 7, 2007

Page 2 of 2

Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1803; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

MDC Partners Inc.

Enclosures

    cc:
    Melissa Hauber

        Robert S. Littlepage, Jr.

      Securities and Exchange Commission

        Miles S. Nadal, Chairman and Chief Executive Officer

        Steven Berns, President & Chief Financial Officer

        Members of the Audit Committee

      MDC Partners Inc.

        Joseph Klausner

      BDO Seidman LLP

        Bruce Toner

      KPMG

        Ethan Klingsberg, Esq.

      Cleary Gottlieb Steen & Hamilton LLP

            2

CORRESP
1
filename1.htm

November 17, 2006

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

      Form 10-K for Fiscal Year Ended December 31, 2005 (the “2005 Form 10-K”)

      Filed March 16, 2006

            Forms 10-Q for Fiscal Quarters Ended June 30, 2006 and March 31, 2006

              (the “Forms 10-Q”)

              File No. 1-13178

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 3, 2006 (the “November 3 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 3 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, 2005

Report of Independent Registered Public Accounting Firm

            1.

            We note that the auditors’ reports included in your Form 10-K for the years ended December 31, 2005 and 2004, and the year ended December 31, 2003, do not indicate that they were signed by each of the respective public accounting firms.  Please

Mr. Larry Spirgel

Securities and Exchange Commission

November 17, 2006

Page 2 of 6

    confirm to us that in the future Form 10-K filings you will indicate on the filed audit reports that they were signed by the auditor.

    The Company confirms that it will indicate on its filed audit reports that they were signed by the applicable auditor.

Consolidated Statements of Cash Flows, page 64

            2.

            With a view towards disclosure in future filings, please tell us the nature of the supplemental disclosure which is described as “cash paid to minority partners.”  Tell us the nature of these transactions, how you accounted for them, and where they are classified within your statement of cash flows.

            The supplemental disclosure in the statement of cash flows described as “cash paid to minority partners” represents the profit distribution payments to the minority shareholders of the Company’s subsidiary businesses during the respective years. This information has been presented as supplemental in response to questions from investors of the Company about these payments.

            The Company distributes substantially all subsidiary profits to all subsidiary shareholders during the year. The Company records the minority shareholders profits earned each month as a current liability as the amounts are contractually payable under the terms of the subsidiary shareholder agreements. The “cash paid to minority partners” flows through the cash flows from operations as part of (i) the “net income (loss)” as the amount charged to net income as minority interest, and (ii) as a component of the change in “accounts payable, accruals and other liabilities” for the difference between the timing of recording the liability and payment of the amounts.

            FASB 95 paragraph 24 states “Certain cash receipts and payment may have aspects of more than one class of cash flows. For example, a cash payment may pertain to an item that could be considered either inventory or a productive asset. If so, the appropriate classification shall depend on the activity that is likely to be the predominant source of cash flows for the item.” The Company believes that the predominant source of cash flows, in this case, cash use for such minority shareholder distributions is a reduction of operating cash flows and not as FASB 95 paragraph 20 suggests as a financing activity.

            2

Mr. Larry Spirgel

Securities and Exchange Commission

November 17, 2006

Page 3 of 6

Note 2 – Significant Accounting Policies, page 67

Revenue Recognition, page 69

Marketing Communications Group, page 70

            3.

            We note your disclosure that “for certain service transactions the Company uses the Proportional Performance model, which results in delivery being considered to occur over a period of time.”  Describe this policy for us in more detail, including the nature of the service transactions, your application of this accounting model to these transactions, and your basis in the accounting literature for your accounting policy.

            Nature of the Service Transactions

            The Company provides various types of marketing communication services to its clients including services for customers based on an hourly rate or based on a fee for a specified project. In these circumstances, the customer contracts contain clauses that allow the Company to recover all fees for services up to the date of termination if the contract was to be terminated prior to its completion. For these arrangements, the Company has the ability to either (i) for services that deliver value ratably on an hourly basis, accurately measure the effort completed and therefore calculate an accurate revenue amount for each period reported, or (ii) for services related to specified projects, identify output measures that accurately assess progress towards completion for service transactions and recognize revenue based on the relative fair value as the deliverables occur. The following describes in more detail the approach the Company takes in applying the Proportionate Performance model.

            Application and Basis of Accounting for the Proportional Performance model

            The Company uses concepts in EITF 00-21 and SAB 104 in applying the proportionate performance model. In addition, the Company used the guidance found in the “Miller Revenue Recognition Guide”, written by Scott A. Taub and Teresa Dimattia and published by CCH as general guidance which is a comprehensive reference manual covering key concepts and issues that arise in determining when and how to recognize revenue. The Company also has considered the general guidance provided by the Staff on the topic as well as the 1978 FASB Invitation to Comment, Accounting for Certain Service Transactions which, although never finalized, contains guidance that is often referred to in practice.

            Generally, the Company only applies the Proportionate Performance model in situations where revenues are realized or realizable as the services are performed and the revenues are earned.

            3

Mr. Larry Spirgel

Securities and Exchange Commission

November 17, 2006

Page 4 of 6

In applying the Proportional Performance model, the Company first determines whether any of the following five factors exist that may suggest that the revenues have not been realized or earned and therefore may indicate that the Completed Performance model should be used:

            •

            If the seller failed to perform the final act, would the customer need to “start over”, rather than just pick up where the original vendor left off,

            •

            Payment terms indicate that no payment is due until the final act is performed,

            •

            The final act is significantly different in nature than the other acts to be performed,

            •

            The contracts underlying the transaction specify only the final act and other acts are performed at the seller’s discretion,

            •

            There is significant uncertainty as to whether the vendor can complete all of the acts in the arrangement.

Once the determination is made that the Company is not precluded from applying the Proportional Performance model, the Company then identifies the acts which trigger revenue recognition (i.e. indication that revenue has been realized or realizable and has been earned). The Company considers the following;

            •

            Only acts that provide value to customer are considered triggers to revenue recognition;

            •

            The following items are considered not to be triggering acts:

            o

            Task not identified in contract;

            o

            Task relates to vendor infrastructure or training;

            o

            Task is administrative;

            o

            Customer would not be aware the task was performed.

The Company then determines the pattern in which revenue should be recognized which is dependent on the types of services (acts) performed as follows:

Specified Number of Similar Acts

            •

            Equal amount of revenue per each act;

Specified Number of Non-Similar Acts

            •

            Allocate revenue based on relative fair value of each act if sufficient evidence of fair value (i.e. EITF 00-21);

            •

            Otherwise, recognize on systematic & rational basis over estimated period during which acts will be performed;

            i.

            Straight-line method – if no other method is more representative of the pattern in which performance takes place.

Unspecified Number of Similar Acts for a Specified Period

            4

Mr. Larry Spirgel

Securities and Exchange Commission

November 17, 2006

Page 5 of 6

            •

            If  a fixed period of performance, recognize ratably over the specified period during which the acts will be performed;

            •

            Unless, “evidence” supports that some other method is more representative of the pattern of performance.

Unspecified Number of Similar Acts for an Unspecified Period

            •

            Generally appropriate to recognize revenue over the estimated service period;

Based on this understanding the Company is using the Proportion Performance model for appropriate service contracts, recognizing revenue on a straight-line basis over the expected period or term of the arrangement.

*          *           *           *           *           *

            5

Mr. Larry Spirgel

Securities and Exchange Commission

November 17, 2006

Page 6 of 6

Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1803; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

MDC Partners Inc.

Enclosures

    cc:
    Melissa Hauber

      Robert S. Littlepage, Jr.

      Securities and Exchange Commission

    Miles S. Nadal, Chairman and Chief Executive Officer

    Steven Berns, President & Chief Financial Officer

    Members of the Audit Committee

          MDC Partners Inc.

    Joseph Klausner

            BDO Seidman LLP

    Bruce Toner

            KPMG

    Ethan Klingsberg, Esq.

            Cleary Gottlieb Steen & Hamilton LLP

            6

CORRESP
1
filename1.htm

February 16, 2007

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

            Form 10-K for Fiscal Year Ended December 31, 2005 (the “2005 Form 10-K”)

            Filed March 16, 2006

            Forms 10-Q for Fiscal Quarters Ended June 30, 2006 and March 31, 2006

            (the “Forms 10-Q”)

            File No. 1-13178

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 February 5, 2007 (the “February 7 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 February 7 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.

Mr. Larry Spirgel

Securities and Exchange Commission

February 16, 2007

Page 2 of 5

Form 10-K for Fiscal Year Ended December 31, 2005

Consolidated Statements of Cash Flows, page 64

            1.

            We note your response prior comment 2.  In future filings, disclose the nature of these obligations and commitments to minority shareholders in the notes to the financial statements.  In addition, it appears that you should expand your MD&A in future filings to discuss the impact of these obligations on your liquidity, if material.

            The Company will comply with the Staff’s disclosure requests in its future filings.

Note 2 – Significant Accounting Policies, page 67

Revenue Recognition, page 69

Marketing Communications Group, page 70

            2.

            We note your response to prior comment 3, in which you discussed the factors you considered in determining your accounting treatment of certain service transactions.  With a view towards enhanced disclosure in future filings, please explain for us in more detail how you applied these general considerations to your specific transactions in determining that revenue should be recognized on a straight-line basis over the expected period or term of the arrangement.  In this regard, we note your statement that, for services related to specified projects, you are able to identify output measures that accurately assess progress towards completion for service transactions and recognize revenue based on the relative fair value as the deliverables occur.  Tell us why you believe that the straight-line method is most representative of the pattern in which performance
takes place.

In instances in which the Company uses the Proportional Performance model, the type of services or specified project provided to a client is generally a number or several deliverables where each deliverable could stand on its own.  Accordingly, each deliverable provides value to the client and is generally delivered ratably over the term of the arrangement.  The services are generally based upon development of creative ideas or strategic advice and production of a particular campaign or brand identity for a product.  The work is provided to the client throughout the term of the arrangement.  The client is billed monthly, generally based on the straight-line basis of the total fee over the expected number of months to complete the work. If the agreement is terminated the Company would be compensated for the work performed to the date of termination.  The types of services or deliverables
are not similar, for example; one deliverable could be developing marketing communications ideas for use on interactive media and another to provide marketing materials use for an in-store display, however they are similar

            2

Mr. Larry Spirgel

Securities and Exchange Commission

February 16, 2007

Page 3 of 5

in that the overall service is centered on marketing communications.  Because the services are different and client specific there is insufficient evidence of fair value for each service.

More specifically, the Company evaluates five factors to apply the Proportional Performance model as follows:

1.            If the seller failed to perform the final act, would the customer need to “start over”, rather than just pick up where the original vendor left off.

    •
    Each deliverable provides value to the client on its own and, if terminated a new vendor would not need to “start over” to complete the work.

    2.        Payment terms indicate that no payment is due until the final act is performed.

    •
    The client is billed and payments are received monthly.

    3.          The final act is significantly different in nature than the other acts to be performed.

    •
    Although the specific deliverables are different the overall service, that of marketing communications and strategy is the same. The final act is not significantly different in nature than the other acts, rather the final act is merely an additional act like the ones before it, but it happens to be the last act.

    4.         The contracts underlying the transaction specify only the final act and other acts are performed at the seller’s discretion.

    •
    The agreement defines all acts to be performed and each act provides value to the client not just the final act.

    5.         There is significant uncertainty as to whether the vendor can complete all of the acts in the arrangement.

    •
    There is little uncertainty as to whether the Company can and will complete all acts in the arrangement.

Based on these facts, the Company would apply the Proportional Performance model and because there are a specified number of non-similar acts and there is insufficient evidence of fair value for each service provided, the Company has determined there is a single unit of accounting.  The Company uses the straight-line method as the most representative pattern in which performance takes place over the expected period or term of the arrangement.  The Company views these types of arrangements as similar to retainer based arrangements in which

            3

Mr. Larry Spirgel

Securities and Exchange Commission

February 16, 2007

Page 4 of 5

the Company is available to provide a variety of services for a monthly fee.  Thus, the Company believes that using the straight-line method is the most appropriate measure of revenue performance.

We also considered SAB 104.3(f) Delivery and Performance – Non-refundable upfront fees, question 2 which addresses how the entity should recognize service revenue.  The SEC Interpretive response states “The staff believes that, provided all other revenue recognition criteria are met, service revenue should be recognized on a straight-line basis, unless evidence suggests that revenue is earned or obligations are fulfilled in a different pattern, over the contractual term of the arrangement or the expected period during which those specified services will be performed, whichever is longer.”

In future filings the Company will clarify its disclosure regarding the use of the Proportional Performance model, to discuss when it is used (for service transactions which require delivery of a number service acts) and how revenue is recognized (based on the straight-line method due to the acts being non-similar and there being insufficient evidence of fair value for each service provided).

*           *           *           *

Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1803; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

MDC Partners Inc.

Enclosures

    cc:
    Melissa Hauber

        Robert S. Littlepage, Jr.

      Securities and Exchange Commission

            4

Mr. Larry Spirgel

Securities and Exchange Commission

February 16, 2007

Page 5 of 5

    cc:
    Miles S. Nadal, Chairman and Chief Executive Officer

  Steven Berns, President & Chief Financial Officer

        Members of the Audit Committee

      MDC Partners Inc.

        Joseph Klausner

      BDO Seidman LLP

        Bruce Toner

      KPMG

        Ethan Klingsberg, Esq.

      Cleary Gottlieb Steen & Hamilton LLP

            5

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							January 10, 2006

Mr. Miles S. Nadal
Chairman, President and Chief Executive Officer
MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3

	Re:	MDC Partners Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed April 18, 2005
      File No. 1-13178

Dear Mr. Nadal:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Larry Spirgel
								Assistant Director

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

January 3, 2006

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

      Form 10-K for Fiscal Year Ended December 31, 2004; Filed April 18, 2005

      Form 10-Q for Fiscal Quarter Ended September 30, 2005;

      File No. 1-13178

Dear Mr. Spirgel:

Set forth below are the additional responses and acknowledgments of MDC Partners Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance, which were set forth in your most recent letter dated December 29, 2005 (the “December 29th Letter”) regarding the Company’s above-referenced filings.

As requested by the Staff in the December 29th letter, the Company hereby confirms that it will comply with its obligation to continue to assess the Company’s reporting segment presentation for compliance with FAS 131 and, if a different determination is reached in future reporting periods, the Company will provide disaggregated information that complies with FAS 131.  Furthermore, the Company hereby confirms that it will fully comply with the Staff's comments by disclosing required information in the MD&A section of future filings with the Commission.

*           *        *         *

Mr. Larry Spirgel

Securities and Exchange Commission

January 3, 2006

Page 2 of 2

Please direct any questions concerning the above responses to the undersigned (telephone: (212) 463-3628; fax: (212) 463-3274), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

___________________________________

Steven Berns,

President and Chief Financial Officer

MDC Partners Inc.

___________________________________

Mitchell Gendel,

General Counsel & Corporate Secretary

MDC Partners Inc.

Enclosures

            cc:

            Melissa Hauber

            Robert S. Littlepage, Jr.

            Securities and Exchange Commission

Miles S. Nadal, Chairman and Chief Executive Officer

            Members of the Audit Committee

            MDC Partners Inc.

            Bruce Toner

            KPMG

            Ethan Klingsberg, Esq.

            Cleary Gottlieb Steen & Hamilton LLP

      2

CORRESP
1
filename1.htm

December 14, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (the “2004 Form 10-K”)

Filed April 18, 2005

Form 10-Q for Fiscal Quarter Ended June 30, 2005 (the “June 30 Form 10-Q”)

File No. 1-13178

Dear Mr. Spirgel:

Set forth below are the additional 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 September 30, 2005 (the “September 30 Letter”) regarding the Company's above-referenced filings, and discussed during our conference call with members of the Staff on November 10, 2005.  The responses to the Staff's comments are provided in the order in which the comments were set out in the September 30 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, 2004

Note 16 – Gain on Sale of Assets and Settlement of Long-term Debt, page 94

            1.

            In your response to prior comment 2, you state that in analyzing the embedded derivatives you have identified the following: a call option that you, as the issuer, wrote and a put option that you purchased.  You note that both options are contingent upon the same conditions occurring/not occurring, and both have the same strike price.  You

            1

Mr. Larry Spirgel

Securities and Exchange Commission

December 14, 2005

Page 2 of 6

also indicate that prior to either the put or call being exercised, you have agreed to pay the holder of the Exchangeable Securities the equivalent of the distribution paid on the CD1 Units, subject to a floor of 3% per annum.  You have analyzed these in the aggregate, and determined that you have a “synthetic total return swap”.  You have then determined that this “synthetic total return swap” qualifies as a non-option based derivative

It is unclear to us how you determined that this is a “synthetic total return swap” in light of the minimum payment (the floor of 3% per annum).  A typical total return swap would have the Exchangeable Securities bear interest at an adjustable rate equal to the equivalent percentage of the actual monthly distribution paid on the CDI unit.  Tell us the consideration you gave to the 3% floor in determining that this was a “synthetic total return swap.”

         Supplementing the Company's written responses submitted on October 28, 2005, and in response to the specific follow-up question from the Staff during our conference call on November 10, 2005, the Company notes the following.  The Company has received a determination from an underwriter of the CDI Exchangeable Debentures that the fair value of the 3% minimum return in such security had a value on issue date of such security that is greater than zero, but nominal in value.   This supports Management's assessment to treat the exchange of the put and call as a synthetic total return swap.  The alternative accounting of allocating a portion of the proceeds to the 3% minimum return feature would not have resulted in a significant difference from the accounting applied by the Company.

In response to the Staff's additional question regarding Footnote 16 in the Company's 2004 Form 10-K filing, following is a description of the balances related to the CDI transaction as set out in Note 16 of the Company's consolidated financial statements for the year ended December 31, 2004.

            2004

            2003

      CDI Transaction

      Loss on settlement of exchangeable debenture
      $(9,569)
      $-

      Fair value adjustment on embedded derivative
        3,974
      (3,974)

      Gain on the sale of equity interest in Custom Direct, Inc.
      21,906
      51,030

As at December 31, 2003, the Company measured the fair value of the embedded derivative contained in the exchangeable debenture to be a liability of $3,974, giving rise to the recording of a loss in the equivalent amount.

            2

Mr. Larry Spirgel

Securities and Exchange Commission

December 14, 2005

Page 3 of 6

In February 2004, the Company exchanged its shares in Custom Direct, Inc., having a carrying value of $12,085, for the CDI Units, which had a fair value of $33,991, resulting in a gain on the disposal of the shares of $21,906.

In 2004, up to the date of the settlement of the exchangeable debenture, the embedded derivative increased in value to a liability of $7,647 representing an additional expense of $3,673.  The total loss on the settlement of the exchangeable debenture represents the incremental expense of the embedded derivative of $3,673 plus the write-off of the unamortized deferred financing costs of $1,992 for a total loss of approximately $5,665. There was no further incremental loss on the debt settlement as the carrying value of the exchangeable debenture plus the recorded value of the embedded derivative equaled the value of the CDI Units.

For the note presentation, the Company showed the gross loss on the settlement of the debt of $9,569 (which represents $7,647 plus the $1,992 being $9,639 with the difference of $70 representing the foreign exchange impact).  In order to show the total loss on the exchangeable debenture and the embedded derivative on one line, the Company showed the reversal of the 2003 unrealized loss on the embedded derivative in the table in note 16.  The Company believes that the disclosure contained in the table, when evaluated together with the notes to the table, provides meaningful information.  Management further believes that the presentation on the face of the statement of operations is appropriate.

Note 17. Segmented Information

            2.

            We have considered the information provided to us in your letter dated September 13, 2005, in response to comment 1, along with prior correspondences and information included in your filed documents.  As explained more fully below, we are of the view that your aggregation of the operating segments within the MarCom group reportable segment does not comply with the guidance in SFAS No. 131.

You concluded on page 7 of your letter that the entities within the MarCom group meet the criteria set out in SFAS No. 131 paragraph 17 a. to e.  However, in addition to these criteria, Statement 131 only permits aggregation of operating segments if. (a) aggregation is consistent with the objective and basic principles of Statement 131 and (b) the segments have similar economic characteristics.  The objective of Statement 131 is to provide information about the different types of business activities in which an enterprise engages and the different economic environments in which it operates in order to help users of financial statements better understand the enterprise's performance, better assess its prospects for future net cash flows, and make more informed judgments about the enterprise as a whole.

            3

Mr. Larry Spirgel

Securities and Exchange Commission

December 14, 2005

Page 4 of 6

Given the disparity of the operating segments gross margins and the differences in their operations and prospects, we believe separate reporting of segment information would materially improve an investor's understanding of the company's performance,  prospects for future net cash flows, and assist them in making informed judgments about the company as a whole.  We request that management reassess the aggregation of the operating segments within the MarCom group.  You should explain to us how your revised segment disclosures fully comply with SFAS No. 131 and file revised financial statements reflecting this corrected disclosure.

As stated in the Company's prior response dated October 28, 2005, management has reassessed its reportable operating segments to consist of the following six segments: Customer Relationship Management (“CRM”), Strategic Marketing Services (“SMS”), Secured Card Business (“SCB”), Secured Paper Business (“SPB”), other which is referred to as Diversified Communication Services (“DCS”), and Corporate.   Management firmly believes that these revised segments, as discussed above, fully comply with SFAS 131.

The Company filed its Form 10-Q for the quarter ended September 30, 2005 on the basis of the segments set forth in its October 28, 2005 response letter.  Management has determined that the changes of the Company's reportable operating segments is not material as it relates to the Company's previously filed financial statements, including its Form 10-K for the period ended December 31, 2004.   Management has reached this conclusion based on the following factors.  First, there have been no changes or errors in the financial statements from the Company's previously filed financial statements.  Second, much of the financial information provided for the additional reportable operating segments has previously been disclosed in a similar manner to investors in the Company's Current Reports Form 8-Ks (including, as you noted, in the Company's quarterly Management
Presentations).  Lastly, the Company has previously provided disclosure in its Management Discussion & Analysis sections to its prior Form 10-Qs and Form 10-K to describe the basis for any trends in its operating performance, and additional disclosure would not have been meaningful in any material manner to investors.  Accordingly, management applied the foregoing change in its segments beginning with its Q3 2005 reporting.

Supplementing the Company's written responses submitted on October 28, 2005, and in response to the specific follow-up question from the Staff during our conference call on November 10, 2005, the Company notes the following relating to the SMS reportable segment:

As indicated in Exhibit 1 attached hereto, the gross margins and staff to revenue cost ratios continue to be within a reasonable range based on the current 2006 budgets. The Staff  had questioned whether the following entities should be included: Ambrose Carr Linton Carroll (“ACLC”), Margeotes Fertitta Powell (“MFP”), Crispin Porter and Kirshenbaum Bond, as these agencies were at the two extreme sides of the range of gross margins.  Based on management's actions to manage the business to the expected key performance indicators, ACLC's current budget reflects expected gross margins to be 45% with an expected staff cost ratio of 68%. This change is predominately due to new client assignments and reductions in the costs of operating the business initiated by management.  Accordingly, ACLC's margin and staff cost ratio is expected to converge with the other entities in the SMS segment once the effects of the new client wins normalize.

            4

Mr. Larry Spirgel

Securities and Exchange Commission

December 14, 2005

Page 5 of 6

MFP's budget for 2006 reflects the full year impact of the restructuring initiatives undertaken by management during 2005 to manage the operations of MFP to the expected key performance indicators.  Specific details of the MFP actions taken were provided in our previous response.  The resulting expected gross margins of 43% with a staff cost ratio of 69% are converging with the other operating units in SMS.  This margin and staff cost ratio is expected to continue to converge.

Crispin Porter's current forecast reflects gross margins of 49% and a staff cost ratio of 57%, which amounts continue to come in line with the other entities within the SMS segment. As we had expected, as Crispin continues to grow, the costs associated with servicing this growth are catching up with the increase in new business, resulting in gross margin and staff costs converging with the other entities within the SMS segment. This margin and staff cost ratio is expected to continue to converge.

Kirshenbaum Bond's current budget reflects gross margin of 47% and a staff cost ratio of 64%.  As with Crispin Porter, management expects that this trend for Kirshenbaum Bond will continue to come in line with the other entities within the SMS segment, and that these amounts will converge within the range of the other entities within the SMS segment.

Management has thus concluded that the entities listed in the SMS reportable segment should be aggregated, as they meet the FAS 131 criteria for aggregation including similar long-term financial performance and similar economic characteristics.

*        *     *     *     *     *

            5

Mr. Larry Spirgel

Securities and Exchange Commission

December 14, 2005

Page 6 of 6

Please direct any questions concerning the above responses to the undersigned (telephone: (212) 463-3628; fax: (212) 463-3274), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).

Very truly yours,

 /s/  Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

MDC Partners Inc.

Enclosures

            cc:

            Melissa Hauber

            Robert S. Littlepage, Jr.

            Securities and Exchange Commission

      Miles S. Nadal, Chairman, President and Chief Executive Officer

            Steven Berns, Vice Chairman and Executive Vice President

            Members of the Audit Committee

            MDC Partners Inc.

            Bruce Toner

            KPMG

            Ethan Klingsberg, Esq.

            Cleary Gottlieb Steen & Hamilton LLP

            6

CORRESP
1
filename1.htm

October 28, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

      Re:

      MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (the "2004 Form
10-K")

Filed April 18, 2005

Form 10-Q for Fiscal Quarter Ended June 30, 2005 (the "June 30 Form
10-Q")

File No. 1-13178

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 September 30, 2005 (the "September 30 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
September 30 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, 2004

Note 16 — Gain on Sale of Assets and Settlement of Long-term Debt, page
94

      1.

      In your response to prior comment 2, you state that in analyzing
      the embedded derivatives you have identified the following: a call option
      that you, as the issuer, wrote and a put option that you purchased. You
      note that both options are contingent upon the same conditions
      occurring/not occurring, and both have the same strike price. You also
      indicate that prior to either the put or call being exercised, you have
      agreed to pay the holder of the Exchangeable Securities the equivalent of
      the distribution paid on the CD1 Units, subject to a floor of 3% per
      annum. You have analyzed these in the aggregate, and determined that you
      have a "synthetic total return swap". You have then determined
      that this "synthetic total return swap" qualifies as a non-option based
      derivative

It is unclear to us how you determined that this is a "synthetic total
return swap" in light of the minimum payment (the floor of 3% per annum). A
typical total return swap would have the Exchangeable Securities bear interest
at an adjustable rate equal to the

      1

Mr. Larry Spirgel

Securities and Exchange Commission

October 28, 2005

Page 2 of 16

equivalent percentage of the actual monthly distribution paid on the CDI
unit. Tell us the consideration you gave to the 3% floor in determining that
this was a "synthetic total return swap."

We concluded that the floor of 3% per annum was a non-substantive feature
and did not alter our determination of the "synthetic total return swap" created
by the call option and put option embedded in the Exchangeable Debentures and
the payment of interest under the Exchangeable Debentures was equivalent to the
monthly distribution of the CDI units (subject to the 3% floor).

The debentures were issued in December 1, 2003 and were expected to be
exchanged by the holders in the very near future when the Exchange Events had
occurred. In fact, at the time of issuing the Exchangeable Debentures, the
Company believed that the CDI financial targets would be met and therefore the
Company believed that it was merely the passage of the time and the issuance of
the audited financial statements for the year ended December 31, 2003 that was
pending in order for the exchange to take place. The actual returns to the
Exchangeable Debenture holders were far in excess of the 3% floor for the period
from the inception on May 29, 2003 to December 31, 2003. For this period, the
Fund had made cash distributions representing an annualized return of 13.5%, far
in excess of the 3% floor provided for by the Exchangeable Securities. In
addition, the historical estimated return for the year ended December 31, 2002,
as disclosed in the Fund's prospectus, was 13.9%. Given the high rate of
historical returns and the anticipation of equivalent high returns in the period
that the Exchangeable Debentures were to remain outstanding, the 3% floor was
considered non-substantive.

We have had discussions with the underwriter (CIBC) of the Exchangeable
Debentures regarding the 3% floor. They indicated that the 3% floor was included
to enable the security to be classified as a debt instrument under the tax
regulations. The underwriters stated that the rate was deemed insignificant and
added no value to the Exchangeable Debenture. As further evidence that the floor
had no value on the date of issue; the underwriter indicated that if the 3%
floor did have value, the Exchangeable Debenture would have been issued at a
premium to the price of the CDI unit on the date of issue. This was not the case
as the Exchangeable Debenture was issued at a price of $8.75 when the CDI units
were trading at $9.50.

We determined that there were three embedded derivatives that required
separate accounting under FASB 133, and a host contract as follows:

      1.

      MDC, as the issuer, has written a call option — i.e. MDC has given
      the holder of the Exchangeable Securities the right, but not the
      obligation, to exchange (call) the
      Exchangeable Securities for CDI Units, once an Exchange Event has occurred

      2.

      MDC purchased a put option — i.e., MDC has obtained from the holder
      of the Exchangeable Securities the right, but not the obligation, to
      redeem the Exchangeable Securities in return for CDI Units, once an
      Exchange Event has occurred. Both options are contingent upon the same

      2

Mr. Larry Spirgel

Securities and Exchange Commission

October 28, 2005

Page 3 of 16

    conditions occurring/not occurring. Both have the same strike price and the same maturity date; and neither is required to be exercised before maturity. As discussed in our response to question 2 below, we concluded that these two options are required to be considered as on forward contract under DIG Issue K3.

      3.

      Prior to either the call or put being exercised, MDC has agreed to pay the holders of the
      Exchangeable Securities the equivalent of the distributions paid on the
      CDI Units, subject to floor of 3% per annum. We viewed
      this as being, in substance, a swap contract where the Company was
      committed to pay the distributions paid on the CDI Units, subject to floor
      of 3% per annum and receive floating-rate
  interest.

      4.

      The host was considered to be a floating rate debt
      contract.

We next considered DIG Issue B15, which states: "[Statement 133]
paragraph 12 does not permit an entity to account separately for more than one
derivative feature embedded in a single hybrid instrument. If a hybrid
instrument contains more than one embedded derivative feature that would
individually warrant separate accounting as a derivative instrument under
paragraph 12, those embedded derivative features must be bundled together as a
single, compound embedded derivative instrument that would then be bifurcated
and accounted for separately from the host contract under Statement 133.

      •

      An entity is not permitted to separate a compound embedded
      derivative instrument into components representing different risks (for
      example, based on the risks discussed in paragraphs 21(f) and 29(g)) and
      then account for those components separately.

      •

      If a compound embedded derivative instrument is comprised of
      multiple embedded derivative features that all involve the same risk
      exposure (for example, the risk of changes in market interest rates, the
      creditworthiness of the obligor, or foreign currency exchange rates), but
      those embedded derivative features differ from one another by including or
      excluding optionality or by including a different optionality exposure, an
      entity is also not permitted to separate that compound embedded derivative
      instrument into components that would be accounted for
      separately."

The synthetic derivate that DIG Issue B15 required us to construct was
composed of the following cash flows:

      1.

      An obligation to pay the holders of the Exchangeable Debentures the
      equivalent of the distributions paid on the CDI Units, subject to floor of
      3% per annum up until an "Exchange Event"
occurs;

      2.

      A deemed right to receive floating interest up until an "Exchange
      Event" occurs. This is a "deemed right" because it is not explicitly
      called for in the Exchangeable Debentures, but it offsets the deemed
      floating interest payable on the debt host
  contract.

      3

Mr. Larry Spirgel

Securities and Exchange Commission

October 28, 2005

Page 4 of 16

      3.

      Upon an "Exchange Event" occurring, an obligation to exchange the
      Exchangeable Debenture (i.e. the debt host contract) for the CDI
      Units.

We considered these cash flows to be, in substance, the economic
equivalent of a total return swap on the CDI Units. That is, the synthetic
embedded derivative passes the cash flows and changes in fair value attributable
to the CDI Units to the holders of the Exchangeable Debentures; and returns to
the company the interest and principle on a "plain vanilla" floating rate debt
instrument. Hence our description of this synthetic derivative as a "synthetic
total return swap" on the CDI Units.

      2.

      While we concur that DIG Issue B20 applies when the embedded
      derivative is a non-option derivative, it is unclear to us how you have
      met the criteria to consider this a non-option derivative. In light of the
      above comment, please provide us with additional information to support
      your conclusion.

We considered DIG Issue K3, interpretation 1:

"A combination of an embedded (nontransferable) purchased call (put)
option and an embedded (nontransferable) written put (call) option in a single
hybrid instrument that have the same terms (strike price, notional amount, and
exercise date) and same underlying and that are entered into contemporaneously
with the same counterparty should be considered as a single forward contract for
purposes of applying the provisions of Statement 133 and related guidance.
Those embedded options are in substance an embedded
forward contract because they (a) convey rights (to the
holder) and obligations (to the writer) that are equivalent from an economic and
risk perspective to an embedded forward contract and (b) cannot be separated
from the hybrid instrument in which they are embedded. Even though neither party
is required to exercise its purchased option, the result of the overall
structure is a hybrid instrument that will likely be redeemed at a point earlier
than its stated maturity. That result is expected by both the hybrid
instrument's issuer and investor regardless of whether the embedded feature that
triggers the redemption is in the form of two separate options or a single
forward contract. (However, if either party is required to exercise its
purchased "option" prior to the stated maturity date of the hybrid instrument,
the hybrid instrument should not be viewed for accounting purposes as containing
one or more embedded derivatives. In substance, the debtor [issuer] and creditor
[investor] have agreed to terms that accelerate the stated maturity of the
instrument and the exercise date of the "option" is essentially the hybrid's
actual maturity date. As a result, it is inappropriate to characterize the
hybrid instrument as containing two embedded option contracts that are
exercisable only on the actual maturity date or as containing an embedded
forward contract that is a combination of an embedded purchased call [put] and a
written put [call] with the same terms.)"

We believe that the combination of an embedded, nontransferable purchased
put option and an embedded nontransferable written call option in a single
hybrid instrument that have the same terms (strike price, notional amount, and
exercise date) and same underlying and that are entered into contemporaneously
with the same counterparty should be considered as a

      4

Mr. Larry Spirgel

Securities and Exchange Commission

October 28, 2005

Page 5 of 16

single forward contract for purposes of applying the provisions of
Statement 133 and related guidance and that consistent with DIG Issue K1, those
embedded options are in substance an embedded forward contract because they (a)
convey rights (to the holder) and obligations (to the writer) that are
equivalent from an economic and risk perspective to an embedded forward contract
and (b) cannot be separated from the hybrid instrument in which they are
embedded.

We considered DIG Issue B20 in allocating the fair value of the host debt
contract and to the non-option embedded derivative. DIG Issue B20 assumes that
the non-option embedded derivative is a plain-vanilla forward contract with
symmetrical risk exposure and that the hybrid instrument was newly entered into
by the parties to the contract.

DIG Issue B 20 requires that the terms of the derivative be determined in
a manner that results in its fair value being zero at the inception of the
hybrid instrument. The FASB staff's rationale for its conclusion in B20 is that
the cash flows of the hybrid instrument will be the same no matter what the
contractual terms of the embedded non-option derivative are. Thus, contractual
terms that produce a derivative's fair value other than zero at the inception of
the hybrid are arbitrary. Allowing entities to separate the embedded derivative
based on these terms would allow for the artificial allocation of the cost of
the hybrid between the derivative and host contract. This would affect the
timing of the subsequent recognition of these costs since the derivate is
marked-to-market with changes being reflected in earnings currently and the host
contract, a debt host in the above example, is carried at cost. Thus, different
arbitrary terms for the derivative will create different patterns of earnings
over the life of the hybrid contract even though its cash flows will always be
the same. B20 requires a consistent approach to the allocation of the hybrid's
costs and thus a consistent earnings pattern.

      3.

      You believe that fluctuations in the trading value of the
      Exchangeable Securities subsequent to their issuance are purely a result
      of the fair value of the embedded derivative instruments. This assertion
      appears to be based upon the fact that the debt host is a LIBOR based
      instrument, and that there have been no changes to your creditworthiness.
      Tell us the consideration you have given to the 3% floor in making this
      determination, as it would appear that the existence of a floor may result
      in a fixed rate debt host. If the Exchange Security was considered a fixed
      rate debt host, it would appear that a portion of the change in its value
      would be the result of changes in the embedded derivative, while a portion
      of the change would be due to changes in interest
  rates.

We considered DIG Issue B19, Identifying the
Characteristics of a Debt Host Contract, in our
conclusion that the host contract was a floating rate, short-tem debt
instrument.

DIG Issue B19 states that "the characteristics of a debt host contract
generally should be based on the stated or implied substantive terms of the
hybrid instrument. Those terms may include a fixed-rate, floating-rate,
zero-coupon, discount or premium, or some combination

      5

Mr. Larry Spirgel

Securities and Exchange Commission

October 28, 2005

Page 6 of 16

thereof. In the absence of stated or implied
terms, an entity may make its own determination of whether to account for the
debt host as a fixed-rate, floating-rate, or zero-coupon bond. That determination requires the application of judgment, whi

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							September 30, 2005

Mr. Miles S. Nadal
Chairman, President and Chief Executive Officer
MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3

	Re:	MDC Partners Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed April 18, 2005

		Form 10-Q for Fiscal Quarter Ended June 30, 2005
		File No. 1-13178

Dear Mr. Nadal:

      We have reviewed your supplemental response letter dated
September 13, 2005 as well as your filing and have the following
comments.  As noted in our comment letter dated May 31, 2005, we
have
limited our review to your financial statements and related
disclosures and do not intend to expand our review to other
portions
of your documents.

Form 10-K for Fiscal Year Ended December 31, 2004

Note 16.  Gain on Sale of Assets and Settlement of Long-term Debt,
page 94

1. In your response to prior comment 2, you state that in
analyzing
the embedded derivatives you have identified the following: a call
option that you, as the issuer, wrote and a put option that you
purchased.  You note that both options are contingent upon the
same
conditions occurring/not occurring, and both have the same strike
price.  You also indicate that prior to either the put or call
being
exercised, you have agreed to pay the holder of the Exchangeable
Securities the equivalent of the distribution paid on the CDI
Units,
subject to a floor of 3% per annum.  You have analyzed these in
the
aggregate, and determined that you have a "synthetic total return
swap".  You have then determined that this "synthetic total return
swap" qualifies as a non-option based derivative.

It is unclear to us how you determined that this is a "synthetic
total return swap" in light of the minimum payment (the floor of
3%
per annum).  A typical total return swap would have the
Exchangeable
Securities bear interest at an adjustable rate equal to the
equivalent percentage of the actual monthly distribution paid on
the
CDI unit.  Tell us the consideration you gave to the 3% floor in
determining that this was a "synthetic total return swap."

2. While we concur that DIG Issue B20 applies when the embedded
derivative is a non-option derivative, it is unclear to us how you
have met the criteria to consider this a non-option derivative.
In
light of the above comment, please provide us with additional
information to support your conclusion.

3. You believe that fluctuations in the trading value of the
Exchangeable Securities subsequent to their issuance are purely a
result of the fair value of the embedded derivative instruments.
This assertion appears to be based upon the fact that the debt
host
is a LIBOR based instrument, and that there have been no changes
to
your creditworthiness.  Tell us the consideration you have given
to
the 3% floor in making this determination, as it would appear that
the existence of a floor may result in a fixed rate debt host.  If
the Exchange Security was considered a fixed rate debt host, it
would
appear that a portion of the change in its value would be the
result
of changes in the embedded derivative, while a portion of the
change
would be due to changes in interest rates.

Note 17.  Segmented Information

4. We have considered the information provided to us in your
letter
dated September 13, 2005, in response to comment 1, along with
prior
correspondences and information included in your filed documents.
As
explained more fully below, we are of the view that your
aggregation
of the operating segments within the MarCom group reportable
segment
does not comply with the guidance in SFAS No. 131.

You concluded on page 7 of your letter that the entities within
the
MarCom group meet the criteria set out in SFAS No. 131 paragraph
17
a. to e.  However, in addition to these criteria, Statement 131
only
permits aggregation of operating segments if (a) aggregation is
consistent with the objective and basic principles of Statement
131
and (b) the segments have similar economic characteristics.  The
objective of Statement 131 is to provide information about the
different types of business activities in which an enterprise
engages
and the different economic environments in which it operates in
order
to help users of financial statements better understand the
enterprise`s performance, better assess its prospects for future
net
cash flows, and make more informed judgments about the enterprise
as
a whole.

We note that, in your letter dated September 13, 2005, management
identified the following circumstances concerning the economic
characteristics of the operating segments aggregated within the
MarCom Group:

* The operating segments in the MarCom Group have a volatile
revenue
stream that "results in significant swings in profitability and
staff
costs to revenue from period to period for most of the operating
segments."
* The reputations of KBP LLC ("KBP") and Crispin Porter & Bogusky
("CPB") "for quality and innovative work have provided KBP and CPB
with the opportunity to perform services at a more profitable
level,
resulting in a general overall higher gross margin."
* TargetCom "provides a specific highly focused type of direct
marketing which provides its customers with a measurable result.
Such specialized services enable TargetCom to obtain higher
margins
than other entities."
* Northstar "provides a significant amount of marketing
communications related research, which requires the use of a
significant amount of focus group services." "[T]he gross margins
for
Northstar have consistently been below the 30-40% range."
* Accent Marketing Services LLC provides marketing strategy
services
that "include the design, development and implementation of direct
marketing campaigns" and "include the use of Accent`s call center
facilities."  In addition, we note in your letter dated July 15,
2005
that "[b]ecause Accent is providing data, its cost structure is
different than that of the other business units..."

We note your gross margin analysis shows that there have been
significant differences in gross margins among the operating
segments
and you forecast that these material differences will continue.
In
addition, you state in your July 15, 2005 letter that "it is
expected
that the larger agencies will produce higher operating income as a
percentage of revenue due to the advantage of scale."

We note you provide in your Management Presentations, as furnished
in
Forms 8-K, an analysis of MarCom revenues by region and by
discipline, separately identifying Advertising/Integrated
Communications, CRM and Direct Marketing, and Specialty
Communications and Consulting.

Given the disparity of the operating segments gross margins and
the
differences in their operations and prospects, we believe separate
reporting of segment information would materially improve an
investor`s understanding of the company`s performance, prospects
for
future net cash flows, and assist them in making informed
judgments
about the company as a whole. We request that management reassess
the
aggregation of the operating segments within the MarCom group.
You
should explain to us how your revised segment disclosures fully
comply with SFAS No. 131 and file revised financial statements
reflecting this corrected disclosure.

5. We note in your response to prior comment 1 that Metaca`s
operating loss in 2004 was in excess of 10% of the absolute amount
of
the reported profit.  In light of Metaca meeting the quantitative
threshold discussed in paragraph 18 of SFAS 131, you should revise
your disclosure to present Metaca as a separate reportable segment
for each year presented.

6. We note that you have furnished Forms 8-K disclosing revenues
for
each category of services that you provide.  Please disclose this
information in your segment footnote in accordance with paragraph
37
of SFAS 131.

Item 9.  Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosures, page 116

7. We note your response to prior comment 3.  The guidance set
forth
in Exchange Act Release No. 29,354 (Multijurisdictional Disclosure
and Modifications to the Current Registration and Reporting System
for Canadian Issuers, Securities Act Release No. 6902, Exchange
Act
Release No. 29,354) that you have cited in your response is more
appropriately viewed as an accommodation, to enable a registrant
to
make filings with the Commission during a year, such that the
registrant is not required to continually reassess whether they
meet
the definition of a foreign private issuer.  However, to the
extent
the registrant is aware that they no longer qualify as a foreign
private issuer, we do not believe it is appropriate to rely upon
the
guidance in that Release as a justification for not filing
domestic
reports.  However, in light of the fact that the change of
accountants occurred in May 2004 and an audit report signed by the
new accountants was included in the Form 10-K for 12/31/04, we
will
not continue to object to the lack of an Item 4.01 Form 8-K being
filed reporting this event.

*    *    *    *

      Please amend your Form 10-K and respond to these comments
within 10 business days or tell us when you will provide us with a
response.  You may contact Melissa Hauber, Senior Staff
Accountant,
at (202) 551-3368 or Robert S. Littlepage, Jr., Accountant Branch
Chief, at (202) 551-3361 if you have questions regarding comments
on
the financial statements and related matters.  Please contact me
at
(202) 551-3810 with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

??

??

??

??

Mr. Miles S. Nadal
MDC Partners Inc.
September 30, 2005
Page 5

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

October 21, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

            Form 10-K for Fiscal Year Ended December 31, 2004 (the “2004 Form 10-K”)

            Filed April 18, 2005;

            Form 10-Q for Fiscal Quarter Ended March 31, 2005 (the “March 31 Form 10-Q”)

            File No. 1-13178

Dear Mr. Spirgel:

This letter will confirm that MDC Partners (the “Company”) and Melissa Hauber (Securities and Exchange Commission) have agreed that the Company will submit its response to the most recent comments of the Staff of the Division of Corporation Finance (set forth in your letter dated September 30, 2005) on or prior to October 28, 2005.

Please direct any questions concerning the above responses to the undersigned (telephone: (212) 463-3628; fax: (212) 463-3274).

Very truly yours,

/s/ Mitchell Gendel

Mitchell Gendel

General Counsel & Corporate Secretary

MDC Partners Inc.

            cc:

            Melissa Hauber

            Robert S. Littlepage, Jr.

            Securities and Exchange Commission

      Miles S. Nadal, Chairman, President and Chief Executive Officer

            Steven Berns, Vice Chairman and Executive Vice President

            Members of the Audit Committee

            MDC Partners Inc.

CORRESP
1
filename1.htm

September 13, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (the “2004 Form 10-K”)

Filed April 18, 2005

Form 10-Q for Fiscal Quarter Ended June 30, 2005

File No. 1-13178

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 August 12, 2005 (the “August 12 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 August 12 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.

            1

Mr. Larry Spirgel

Securities and Exchange Commission

September 13, 2005

Page 2 of 21

Form 10-K for Fiscal Year Ended December 31, 2004

Note 2 – Significant Accounting Policies, page 66

Goodwill and Indefinite Lived Intangibles, page 68

            1.

            We would like to arrange a conference call with you to discuss your response to comment 2.

                As requested during our conference call on August 23, 2005, the Company notes the following regarding the manner in which the Company tests for impairment of goodwill.

The Company confirms that each operating entity is an operating segment.  The Company further confirms that prospectively, the Company will test goodwill on an operating segment level.

In response to the Staff’s request, the Company is providing additional quantitative analysis (Appendix A and Appendix B) to support the Company’s presentation of reportable segments as set out in the Company’s financial statements in the 2004 Form 10-K.  Specifically, the Company has provided additional quantitative analysis for the MarCom Group to support the conclusion that the operating segments within the MarCom Group exhibit similar long-term financial performance characteristics.  The Company evaluates long-term financial performance based on gross margin and the relationship of costs of salary as a percentage of revenue.  These key performance indicators are used by management to both monitor and manage the operating segments.  The Company has provided this analysis on a five year historic period and a one year projection for 2005 as it believes that five years is
an appropriate period to assess long-term financial performance.

Based on the quantitative analysis contained in this submission, together with the Company’s analysis of the qualitative information provided in the Company’s June 14th and July 15th response letters, the Company believes that the criteria as set out in FAS 131 paragraph 17 have been met and therefore the Company may aggregate the operating segments in the MarCom group into one reportable segment.

The Company has also provided additional analysis related to the SPI Group that supports reporting the four operating segments as one reportable segment.

MarCom Group

The MarCom Group of companies consists of small to midsize businesses primarily located in North America.  Revenues are derived from short-term project assignments, and longer-term contracts or arrangements that contain an industry norm 90-day cancellation clause.  Each MarCom Group entity derives the majority of its revenue in any given year from its top ten customers.  The loss of a significant customer or the changing in their spending pattern could

            2

Mr. Larry Spirgel

Securities and Exchange Commission

September 13, 2005

Page 3 of 21

significantly impact revenue period over period.  Consequently, the businesses in the MarCom Group have a volatile revenue pattern indicative of the shorter-term project-driven business within which environment they operate.  Due to the volatility, management is required to manage its staff compliment on a short-term outlook basis.  This volatile revenue stream results in significant swings in profitability and staff costs to revenue from period to period for most of the operating segments; however, the operating segments have similar economic characteristics over the long-term.  Results of operations in any given year may vary significantly based on specific client and project wins and losses and shifts in client spending among periods, as well as the unavoidable lag in increasing and decreasing staffing resources necessary to match the revenue servicing requirements and to maintain profitability.
This pattern of similar long-term economic characteristics with periodic swings is evident in the attached exhibits.

Generally, the Company expects operating segments within the MarCom Group to have gross margins in the range of 30-40% and staff costs as a percentage of revenue in the range of 50-60% over the long-term. Management uses these key performance indicators in managing the operating segments within the MarCom group.  In many instances, management has taken decisive action to address entities that are not achieving these measures.  These actions include changing senior management at the operating entity, merging the operating entity with another operating segment within the MarCom group or assisting in implementing performance improvement initiatives.  Some of these activities have been highlighted in our analysis.

Gross Margins Analysis

As shown in the gross margin analysis exhibit, nearly all of the operating segments in the MarCom Group show historical margins in the 30-40% range with fluctuations in any given period attributable to the general factors set out above and those specific factors set out on the attached exhibit.

The following four business units have gross margins outside the 30-40% range however, as described below, the Company believes that they should be aggregated with the MarCom Group as, on balance, their long-term economic characteristics are similar with the MarCom Group.

            •

            KBP LLC (“KBP”) and Crispin Porter & Bogusky (“CPB”) – KBP is a New York based agency that has been recognized as one of the best regional agencies in the United States as evidenced by being named the 2004 “Regional Agency of the Year” in Ad Week. CPB, a Miami based agency, has been recognized as one of the best agencies in the US as evidenced by being named the 2004 “Agency of the Year” by Ad Age.  Their reputations for quality and innovative work have provided KBP and CPB with the opportunity to perform services at a more profitable level, resulting in a general overall higher gross margin. The Company believes that KBP and CPB meet the criteria of similar economic performance as their economic trends are effected by the same economic factors of the other agencies (i.e.

            3

Mr. Larry Spirgel

Securities and Exchange Commission

September 13, 2005

Page 4 of 21

volatility of revenue and managing of staff costs), KBP’s and CPB’s staff costs as a percentage of revenue are within the expected range of 50-60%.  In combination with the strength of the qualitative factors, previously provided to the Commission, the Company has aggregated these entities.

      •

            TargetCom - TargetCom is similar to other entities within the MarCom Group providing direct marketing services. TargetCom, however, provides a specific highly focused type of direct marketing which provides its customers with a measurable result.  Such specialized services enable TargetCom to obtain higher margins than other entities. Staff costs as a percent of revenue are within the expected overall cost structure range of 50-60%.  Economic factors, such as client spending on marketing communications, have a direct impact TargetCom as well as the other entities within the MarCom Group. Based on these facts and the strength of the qualitative factors, the Company has aggregated this entity within the MarCom Group.

            •

            Northstar Research Partners (“Northstar”) – Northstar is an agency with operations in the United States, Canada, and the United Kingdom. Northstar provides a significant amount of marketing communications related research, which requires the use of a significant amount of focus group services.  Northstar outsources the provisions of focus group services from third party providers.  Northstar provides these services to its customers as the primary obligor and not as agent, and therefore accounts for the outsourced service costs relating to focus group work on a gross basis as revenue and expenses.  Other agencies within the MarCom segment primarily engage outsourced services on an “agent” basis and therefore record the amounts net on the income statement.  As a result of this accounting difference, the gross margins for Northstar have consistently
been below the 30-40% range.  However, if these third party costs were excluded from Northstar’s revenues and cost of services in 2003 and 2004, the gross margin percentage would have been approximately 41%, which is comparable to the other businesses within the MarCom Group.  In addition, excluding these amounts from revenue would have increased the ratio of staff costs to revenue to approximately 61% for 2003 and 2004 which is more comparable to the 50%-60% range.  Given that the primary reason for the differences in the gross margin and salary costs as a percentage of revenue from the other MarCom entities is the result of the method in which Northstar contracts with its customers and not on differences in long-term economic characteristics, the Company believes that it is appropriate to aggregate Northstar within the MarCom reportable segment.

The Company has identified two operating segments that do not meet the similar long-term economic characteristics criteria.  However, both of these operating segments do not meet the quantitative tests under FAS 131 paragraph 18 to be disclosed separately.  The following set out the Company’s rational for aggregating them with the MarCom Group.

            •

            Computer Composition – Computer Compositions is a Canadian company engaged in information processing, database management, desktop publishing, text storage and typesetting activities.  Revenue in the 2003-2005 periods has ranged from $1.5-$2.0 million

            4

Mr. Larry Spirgel

Securities and Exchange Commission

September 13, 2005

Page 5 of 21

      per year. This business is servicing its last significant client until the services are no longer needed. No significant investments or expenditures have been made at this entity in the most recent years and none are expected in the future. We have aggregated Computer Composition with the MarCom group based on the similar qualitative factors previously provided and due to the immaterial size of the company and the fact that it would not impact the reportable segment results in any material way currently or in the future. To disclose it separately in  “all other” or with Corporate would not be more meaningful than the current disclosure.

            •

            Life Med Marketing (“Life Med”) – Life Med commenced operations in 2004.  Although the Company has less than a 50% interest in Life Med, the Company has consolidated the results of Life Med in 2004 based on VIE accounting.  Life Med was a start-up operation and had no revenue in 2004.  As a result of recent transactions, the Company believes that effective for the third quarter of 2005, this business unit will no longer be consolidated.  We have aggregated Life Med with the MarCom Group based on the similar qualitative factors and due to the immaterial size of Life Med and the fact that it would not impact the reportable segment results in any material way currently or in the future.  To disclose it separately in “all other” or with Corporate would not be more meaningful than the current disclosure.

Salary Costs as a Percentage of Revenues Analysis

The operating segments in the MarCom Group are in a services business with the primary cost of service being salary costs.  In order to be profitable and competitive, service businesses in the marketing and communications industry need to monitor and manage their staff costs.  Staff costs in the sector are generally impacted over the long-term by the same economic characteristics (inflation, business cycles) as well as industry characteristics (competition for resources, seasonality of business, spending on marketing and advertising).

Generally, salary costs as a percentage of revenue will fluctuate period over period as a result of several factors including the following:

            •

            As levels of agency revenues change (i.e., winning new work or losing a client) the agency must react to the change and either increase/decrease the staff compliment or increase revenue.  The decision making process often lags the change in revenue due to the lag of hiring new employees and the lag in terminating employees when decreases in revenue are assessed to be other than temporary.

      •
      One time charges for severance costs.

However, over the long-term, salary costs are expected to be in the range of 50-60% of revenue. As discussed above, where entities generally have been higher than this range the Company has taken steps to change the existing management teams and restructure the business to manage the salary costs to the acceptable range.

            5

Mr. Larry Spirgel

Securities and Exchange Commission

September 13, 2005

Page 6 of 21

As shown in the salary costs as a percentage of revenue exhibit, nearly all of the operating segments in the MarCom Group show historical costs in the 50-60% range with fluctuations in any given period attributable to the general factors set out above and those specific factors set out on the attached exhibit.

The following four business units have salary costs as a percentage of revenue  outside the 50-60% range however, as described below, the Company believes that they should be aggregated with the MarCom Group as, on balance, their other long-term economic characteristics are similar to the MarCom Group.

            •

            Accent – Accent provides marketing strategies services similar to other entities within the MarCom Group. These strategies include the design, development and implementation of direct marketing campaigns. Accent will often develop marketing plans that include the use of Accent’s call center facilities. Accent’s gross margins are within the 30-40% range; however, the staff costs as a percentage of revenue are lower than the expected range of 50-60%.  The staff costs as a percentage of revenue are lower as revenue includes charges for the call centre costs (such as communication charges), thus increasing total revenue dollars without a corresponding increase in salary costs thereby reducing the staff cost ratio. At the Company’s other business entities, the call center services are outsourced and either recorded net on the income statement as the
company acts as agent and not the primary obligor, or the end customer directly contracted for the call centre services.  The economic factors such as client spending on marketing communications has a direct impact on Accent as well as the other entities within the MarCom Group. As a result of the above, the consistency of the gross margins and the qualitative analysis, previously provided, the Company believes that aggregation of Accent is appropriate.

            •

      Northstar – See description contained above under “Gross Margin Analysis” as it also addresses the salary cost variance.

            •

            Source Marketing (“Source”) and Bryan Mills – Source is a corporate comm

CORRESP
1
filename1.htm

July 15, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (the “2004 Form 10-K”)

Filed April 18, 2005

Form 10-Q for Fiscal Quarter Ended March 31, 2005 (the “March 31 Form 10-Q”)

File No. 1-13178

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 June 30, 2005 (the “June 30 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 June 30 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.

            1

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 2 of 14

Form 10-K for Fiscal Year Ended December 31, 2004

Management’s Discussion and Analysis

            1.

            We note in your response to comment 1 your reasons for presenting combined results of operations within the marketing communications segment.  In order to provide investors clear information explaining the material changes in the Company’s historical results of operations, please discuss in your future MD&A disclosures the historical results of operations of your marketing communications segment on a GAAP basis first, consistent with the information disclosed in Note 17.  We would not object if management follows this with a discussion of certain key performance indicators that include amounts that are combined with your equity method investee amounts.  However, this should be limited to revenues and cost of
revenues.  It would then be necessary for you to accompany this disclosure with a comprehensive explanation of its purpose, quantified disclosure of how it was calculated, a discussion of its limitations, and an explanation of why management believes it is meaningful to investors.  We do not consider the amount reported as the combined marketing communications operating profit to be a non-GAAP measure of the Company’s performance because it includes the operating profit of other entities.  We believe it is inappropriate, and potentially confusing, to report and discuss a pro forma profit amount as if you own a controlling interest in those entities.  Please confirm to us that you will fully comply with this comment in your future filings.

                The Company confirms that it will fully comply with the Staff's comment in its future filings.

Note 2 – Significant Accounting Policies, page 66

Goodwill and Indefinite Lived Intangibles, page 68

            2.

            We note your response to comments 2 and 7.  Based on the fact that the results of each business are regularly presented to your chief operating decision maker, it appears to us that each of your 33 business units may represent an operating segment and a reporting unit.  Please address the following items:

            •

            Clarify your statement, in response to comment 2, that you have prepared an analysis of goodwill impairment on a “legal entity level basis.”  Tell us whether your legal entities are the same as your “business units,” as described in your response to comment 7.

                To clarify the Company’s response to comment 2, in preparing the analysis of goodwill impairment on a “legal entity level basis”, that is the same basis as the Company’s “business units” described in the Company’s response to comment 7.

            2

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 3 of 14

            •

            Tell us whether you would have recorded a different goodwill impairment charge for the fiscal year ended December 31, 2003 if you had tested goodwill on a legal entity level basis.

                The goodwill impairment charge for the fiscal year ended December 31, 2003 related entirely to the Secured Products Group resulting in nominal remaining goodwill for that segment. The Company has determined through an analysis that the impairment charge for the Secured Products Group (“SPG”) on a legal entity basis would have resulted in the same impairment charge as presented in 2003.

For the Marketing Communications Group (“MCG”) the Company has determined through an analysis that the recoverability of the carrying value of goodwill attributable to MCG prepared on an entity level basis would have yielded a similar result; i.e., no impairment charge. The Company reached this conclusion as follow;

            •

            In most business units (except for the five discussed below) the cashflow data used for the 2004 analysis was lower than what would have been used for the 2003 analysis, thus an analysis performed at that time would have provided greater support for the recoverability of goodwill.

            •

            In five business units the financial data that would have been used for a 2003 analysis would have been more conservative than the data used in the 2004 analysis. For these cases the Company has performed an entity level impairment analysis and concludes that, using 2003 data, no impairment related to these five entities would have been triggered.

            •

            Describe for us in more detail how you determined that the business units have similar economic characteristics.  Provide us with the quantitative analysis you performed in reaching this conclusion.

            The Company is structured in the following two operating divisions:

Marketing Communications Group

Through a network of 29 business units, MCG provides a comprehensive range of communication services to its clients in the United States, Canada, and the United Kingdom.  Marketing Communications services include advertising, direct marketing, database management, sales promotion, corporate communications, marketing research, corporate identity and branding, and interactive marketing, all operating through a network of entrepreneurial companies.

In the Marketing Communications Group, successful firms must meet the increasing demands of clients for innovative programs and creative content, combined with high

            3

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 4 of 14

quality and reliable service delivery.  This requires the talents, relationships, and leadership of key executives and management personnel.

Secure Products Group

This group consists of four operating business units which specialize in the production of secure products solutions in three primary areas:  electronic transaction products such as credit, debit, telephone and smart cards; secure ticketing products such as airline, transit and event tickets; and stamps, both postal and excise.

SPG is comprised of four individual facilities, which represent the Company’s non-core businesses. In the secure products division, success depends upon proper technology investments, leading edge e-commerce capabilities, innovative and specialized products, highly reliable service, competitive pricing, functioning within a highly secure environment and the ability to maintain strong operating margins.   Revenues are typically derived from contracts, which are generally awarded in competitive bidding processes.  The Company has strong relationships with its customers, has employed experienced management, and has invested in leading edge technology, providing it with the expertise and cost structures to meet customer needs.

Competitive and Operating Characteristics

These two divisions do not exhibit similar competitive and operating risks. MCG‘s competitive factors include creative reputation, management, personal relationships, quality and reliability of service and expertise. Pricing is important in obtaining new clients; however, it is generally of lesser importance once a client relationship has been established. Timing and budgets are top priorities of clients. This results in unstable forecasting and a very competitive market with competitive pricing.

SPG’s competitive factors, on the other hand, include design capability, quality, reliability and service.  Price is also an important criterion, but is secondary to the initial requirement for a supplier to satisfy a potential customer that it has the proven ability to meet the primary criteria of secured reliable service. Government and public corporation security projects are generally awarded on the basis of competitive bidding procedures through Requests for Proposals (RFP’s).  These RFP’s require a bidder to provide detailed information regarding price, security, manufacturing capabilities and quality control processes.  These RFP submissions form the basis for the awarding of contracts.  Contracts are generally awarded on a multi-year basis. To be successful, innovative, highly specialized secure products require leading edge technology delivered at an appropriate
cost structure.

            4

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 5 of 14

Economic Characteristics

The Company’s two divisions do not have similar economic characteristics. MCG’s business is cyclical and subject to the effects of general economic downturns.  MCG’s most productive and most valuable asset is its staff.   Talent is viewed as the competitive advantage by senior management.  The success of MCG is dependent upon the leadership of key executives (most importantly, the agency founders) and management personnel.  Further, each of the operating business units are staffed in a similar way, with the account services, creative and production functions being the core, typically representing approximately 70% to 80% of the total operating costs. Occupancy costs, which is generally the second largest cost element after staff costs, typically at approximately 5% to 10% of total operating costs, is generally unmodified common commercial space located within the
commercial districts of large regional centers and subject to the same general economic influences.  Other operating costs are typical general and administrative type costs associated with running a commercial office.

SPG’s business, on the other hand, is based on quality, customer service, design capability, production capability and price.  Operating costs for SPG are impacted by production outsourcing, plant expansions and the impact of new manufacturing equipment.  Leading edge technology and competitive cost structures are viewed as key competitive advantages by senior management (as opposed to talent in the marketing communications segment).

Conclusions

Based on the above analysis, the Company has determined that MCG and SPG are separate reportable segments.

Aggregation within SPG

Qualitative Factors

The business units within SPG have been aggregated based on similar competitive, operating and economic characteristics.

            •

            SPG’s competitive factors include design capability, quality, reliability and service and production capability.  Price is also an important criterion, but is secondary to the initial requirement for a supplier to satisfy a potential customer that it has the proven ability to meet the primary criteria of secured reliable service. Government and public corporation security products are generally awarded on the basis of competitive bidding procedures through Requests for Proposals (RFP’s).  These RFP’s require a bidder to provide detailed information regarding price, security, manufacturing capabilities and quality control processes.  These RFP submissions form the basis for the awarding of contracts.  Contracts are generally awarded on a

            5

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 6 of 14

      multi-year basis. To be successful, innovative, highly specialized secure products require leading edge technology delivered at an appropriate cost structure.

            •

            SPG’s industry is based on quality, customer service, design and production capability and price.  Operating costs for SPG are impacted by production outsourcing, plant expansions and the impact of new manufacturing equipment.  Leading edge technology and competitive cost structures are viewed as key competitive advantages by senior management.

            •

            The secure products industry has significant qualitative barriers to entry. Companies competing in this industry have developed trusting relationships with their customers, must process expertise in specific technologies, such as micro-printing and generally are 100% accountable for every item produced. Security risks relate to both the manufacturing process and the impact if a product is not 100% accounted for, such that a breach in either could impact all customers. Additionally, the nature of the products produced are similar in that they all have a high degree of security measures built within them to prevent counterfeiting or inappropriate usage.

            •

            Products for each of these business units are only manufactured for specific customers. None of the business units in SPG produce products to be sold outside of contracted amounts.

            •

            The delivery of products for all SPG business requires specialty services.  Security around delivery is imperative due to the nature of the products.  Types of security used in the delivery process includes, secured couriers, separate mailing of PIN numbers, or direct customer pick-up as in the case of the US Postal Service.

            •

            In addition all four companies operate under the umbrella of SPG with a SPG website and intranet and two of the SPG entities cross sell each others’ products and all four refer business to each other.

Quantitative Factors

            •

            As indicated in Appendix A to this letter, only Meteca would exceed the 10% threshold test set out in paragraph 18 of FAS 131 due to its higher then expected operating loss in 2004.

            •

            A key performance measure used to evaluate these business units is contribution margin, as indicated in Appendix C hereto.  Segment management looks for a minimum of 30% annually for each of these business units.

            •

            The contribution margins of the business units within SPG are all affected by the cost of similar raw materials, such as paper, ink and various petroleum based products.

Conclusion

The Company has determined based on the specific facts and circumstances, that in its judgment aggregation of these business units is appropriate. Although the entities may

            6

Mr. Larry Spirgel

Securities and Exchange Commission

July 15, 2005

Page 7 of 14

have varying operating results in any given year, the businesses are all specialty printing businesses that have similar economic characteristics. To report only one business unit as a separate segment and the remaining three included in “all other” in accordance with paragraph 21 of FAS 131 would not be meaningful to investors and users of the financial statements.

Aggregation within MCG

Qualitative Factors

The business units within MCG have been aggregated based on similar competitive and operating and economic characteristics.

            •

            MCG‘s competitive factors include creative reputation, management, personal relationships, quality and reliability of service and expertise. Pricing is important in obtaining new clients; however it is generally of lesser importance once a client relationship has been established. Timing and budgets are at the top of clients’ 

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      							June 30, 2005

Mr. Miles S. Nadal
Chairman, President and Chief Executive Officer
MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3

	Re:	MDC Partners Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed April 18, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
			File No. 1-13178

Dear Mr. Nadal:

      We have reviewed your supplemental response letter dated
June
14, 2005 as well as your filing and have the following comments.
As
noted in our comment letter dated May 31, 2005, we have limited
our
review to your financial statements and related disclosures and do
not intend to expand our review to other portions of your
documents.

Form 10-K for Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis

1. We note in your response to comment 1 your reasons for
presenting
combined results of operations within the marketing communications
segment.  In order to provide investors clear information
explaining
the material changes in the Company`s historical results of
operations, please discuss in your future MD&A disclosures the
historical results of operations of your marketing communications
segment on a GAAP basis first, consistent with the information
disclosed in Note 17.  We would not object if management follows
this
with a discussion of certain key performance indicators that
include
amounts that are combined with your equity method investee
amounts.
However, this should be limited to revenues and cost of revenues.
It
would then be necessary for you to accompany this disclosure with
a
comprehensive explanation of its purpose, quantified disclosure of
how it was calculated, a discussion of its limitations, and an
explanation of why management believes it is meaningful to
investors.
We do not consider the amount reported as the combined marketing
communications operating profit to be a non-GAAP measure of the
Company`s performance because it includes the operating profit of
other entities. We believe it is inappropriate, and potentially
confusing, to report and discuss a pro forma profit amount as if
you
own a controlling interest in these entities.  Please confirm to
us
that you will fully comply with this comment in your future
filings.

Note 2 - Significant Accounting Policies, page 66

Goodwill and Indefinite Lived Intangibles, page 68

2. We note your response to comments 2 and 7.  Based on the fact
that
the results of each business are regularly presented to your chief
operating decision maker, it appears to us that each of your 33
business units may represent an operating segment and a reporting
unit.  Please address the following items:

* Clarify your statement, in response to comment 2, that you have
prepared an analysis of goodwill impairment on a "legal entity
level
basis."  Tell us whether your legal entities are the same as your
"business units," as described in your response to comment 7.
* Tell us whether you would have recorded a different goodwill
impairment charge for the fiscal year ended December 31, 2003 if
you
had tested goodwill on a legal entity level basis.
* Describe for us in more detail how you determined that the
business
units have similar economic characteristics.  Provide us with the
quantitative analysis you performed in reaching this conclusion.
* Regarding your 33 business units, tell us whether they operate
separately, on a stand alone basis, or if they work in concert, on
a
combined basis.  If in concert, please explain your basis for this
belief and demonstrate to us how the business units are
economically
interdependent.  Tell us the extent they share assets, trade
names,
work forces or other resources directly connected with the
generation
of revenue, and provide products or services to one another.
* Please provide us with an example of all reports that are
regularly
reviewed by your chief operating decision maker and segment
management, including the monthly "Flash" report.
*
Your statement that EBITDA is the measure primarily used to
evaluate
the performance of the company appears inconsistent with your
segment
disclosure at page 95, which indicates that operating profit is
the
salient measure of profit or loss.  Clarify this apparent
discrepancy.

Note 16 - Gain on Sale of Assets and Settlement of Long-term Debt,
page 94

3. We note your response to comment 6, in which you describe the
transactions occurring in 2003 regarding your investments in
Custom
Direct, Inc. and Custom Direct Income Fund.  Describe for us in
more
detail how you accounted for the exchange of your remaining 20%
interest in Custom Direct, Inc. for units of the Custom Direct
Income
Fund and your subsequent exchange of these units of the Fund for
settlement of the adjustable rate exchangeable debentures.

Note 19 - Commitments, Contingencies and Guarantees, page 100

4. We note your response to comment 9.  In future filings,
disclose
the amount of your potential obligations to purchase the remaining
ownership interests in certain of your subsidiaries and your
accounting policy for these put options.

Item 9.  Changes in and Disagreements With Accountants on
Accounting
and Financial Disclosures, page 116

5. We note your response to comment 10, in which you state that
you
were not a US domestic filer on May 5, 2004.  This statement
appears
inconsistent with your disclosure on page 3 of your Form 10-K,
which
indicates that you became a domestic issuer effective February 25,
2004.  Clarify for us the date at which your reporting obligations
as
a domestic issuer began.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Melissa Hauber, Senior Staff Accountant, at (202) 551-3368 or
Robert
S. Littlepage, Jr., Accountant Branch Chief, at (202) 551-3361 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

??

??

??

??

Mr. Miles S. Nadal
MDC Partners Inc.
June 30, 2005
Page 4

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

            June 14, 2005

Larry Spirgel

Assistant Director

Mail Stop 0407

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

            Re:

            MDC Partners Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (the "2004 Form 10-K")

Filed April 18, 2005

Form 10-Q for Fiscal Quarter Ended March 31, 2005 (the "March 31 Form 10-Q")

File No. 1-13178

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 May 31, 2005 (the "May 31 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 May 31 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, 2004

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of

Operations, page 26

Presentation of "Combined" Revenue, Operating Costs and Operating Profits, page 26

            1.

            We note your presentation of "combined" results of operations within the marketing communications segment.  Tell us why you believe these measures are appropriate under the guidance in Item 10 of Regulation S-K.  In addition, please balance this discussion with an equally prominent and comparably detailed discussion of the marketing communications segment results on a US GAAP basis.

Mr. Larry Spirgel

Securities and Exchange Commission

June 14, 2005

Page 2 of 25

Item 10(e)(i)(C) requires that the registrant provide a statement disclosing why management believes that the non-GAAP financial measure provides useful information about the registrant's financial condition and results of operations.  Management has provided this information on pages 26-27 of the 2004 Form 10-K.

In preparing the Company's MD&A for the year ended December 31, 2004 and March 31, 2005, the Company presented combined operating results as the Company believes that it provides additional useful information to investors regarding its financial condition and results of operations.  The following are the main reasons why the Company believes the information to be useful:

•        The Company operates as a holding company, owning various ownership interests in similar entities.  The Company both manages and monitors the businesses similarly, regardless of the ownership interest. The Company believes that it is important for investors to see how management monitors the results of the Marketing Communications segment including how it evaluates certain key performance indicators (e.g., revenue growth and operating expenses as a percentage of revenue) on a comparable basis across the Marketing Communications segment.

•        A significant portion of the Company's revenues and profit is generated by a 49% owned subsidiary, Crispin Porter + Bogusky, which was historically accounted for on the equity basis, but since September 22, 2004 has been consolidated in accordance with FIN 46R.  By presenting the results on a combined basis, the periods are more comparable.

In future filings, the Company will enhance the description of why it believes the combined information is useful to investors and users of the financial statements.

Item 10(e)(i)(A) requires that the registrant provide a presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.  In preparing the MD&A, the Company intended to provide an analysis on a combined basis to illustrate trends in the underlying performance of all of the entities in which the Company has an equity interest.  The trend information was not separately disclosed in the GAAP section of the MD&A as the trends set out in the combined section were not inconsistent with the GAAP analysis.  The Company made the reader aware of this fact on page 36 of the Form 10-K, which states that "As previously discussed, the increase related primarily to acquisitions (excluding those accounted for on an equity basis) in the Marketing Communications Group,..."  The following
sample illustrates how the GAAP trends were not inconsistent with the combined trends presented in the MD&A: revenues by geographic region remained the largest component for the U.S. region at 78% on a combined basis, compared to 68% on a GAAP basis.  Revenues from advertising services also remained the highest component of the Marketing Communications Group, with revenues on a combined basis equal to 45%, compared to revenues on a GAAP basis equal to 39%; and operating profit on a combined basis would have grown 41%, compared to 46% on a GAAP basis. Accordingly, the Company did not believe that it was necessary to repeat the detailed disclosure of the reasons underlying the changes in the Marketing Communications division for the GAAP financial data, as we believe it did not provide any additional value to the MD&A. The Company believes that the disclosures made on a GAAP basis meet all the required disclosures of Item 303.

Mr. Larry Spirgel

Securities and Exchange Commission

June 14, 2005

Page 3 of 25

For the reasons described above, the Company believes it has provided balanced disclosure regarding the Marketing Communications segment on a GAAP basis, and the disclosure that is presented for combined information is incremental to the required GAAP presentation.  The Company further believes that the information provided is not misleading to the users of the financial statements. The Company has noted the Staff's concern over equal prominence and will commit to enhancing the disclosure of the GAAP numbers on a prospective basis.

Note 2 – Significant Accounting Policies, page 66

Goodwill and Indefinite Lived Intangibles, page 68

            2.

            Tell us how you have identified your reporting units under SFAS 142 for purposes of testing goodwill for impairment.

                The Company has identified its reporting units under SFAS 142, for purposes of testing goodwill for impairment, to be its operating segments. In accordance with SFAF 142 paragraph 30: "A reporting unit is an operating segment or one level below an operating segment (referred to as a component)".  A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component.  However, two or more components of an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics. Paragraph 17 of SFAS 131 provides guidance on aggregation and the definition of similar
economic characteristics. Management has concluded that under this guidance the components under the Marketing Communications operating segment (which as of December 31, 2004 represented all the recorded goodwill) have similar economic characteristics and similar long-term quantitative economic characteristics.  For additional information on aggregation, see our response to Staff question 7.

In addition, as part of the Company's annual testing of goodwill, the Company also prepared an analysis of goodwill impairment on a legal entity level basis, which confirmed its conclusion that there was no goodwill impairment for the fiscal year ended December 31, 2004.

Note 7 – Investments in Affiliates, page 80

            3.

      Tell us how you determined that you were not required to present separate financial statements under Rule 3-09 of Regulation S-X or summarized financial information under Rule 4-08 of Regulation S-X for any of your investments in affiliates, which are accounted for using the equity method.

Mr. Larry Spirgel

Securities and Exchange Commission

June 14, 2005

Page 4 of 25

Rule 3-09 of Regulation S-X

Pursuant to Regulation S-X, Rule 3-09 and Rule 1.02(w), as at December 31, 2004, the Company's' most recently completed fiscal year, the Company's consolidated total assets were $437,855,000 and its consolidated income from continuing operations, before income taxes, extraordinary items and cumulative change in accounting principles (as computed based on the "computational notes" due to a 10% lower level of earnings and due to a loss year) was $26,652,000.  None of the Company's investments in subsidiaries not consolidated accounted for on the equity basis as at December 31, 2004 exceeded the 20% thresholds as determined pursuant to Rule 1-02(w) tests 1 and 3.   The largest equity accounted for investment only accounted for 1% of our consolidated total assets and 1.8% of our adjusted consolidated income from continued operations.

Rule 4-08 of Regulation S-X

Pursuant to Rule 4-08(g), although the Company is not required to provide summarized financial information for its investments accounted for under the equity method at December 31, 2004 as it did not meet the criteria in Rule 1-02(w) for a significant subsidiary per 4-08(g)(1)(ii), the Company did provide the summarized financial data for investments accounted for under the equity method as required by APB 18(20).  The aggregated equity accounted for investments only accounted for 2.5% of the Company's consolidated total assets, and 4.1% of our adjusted consolidated income from continued operations.

Note 9 – Variable Interest Entities, page 81

            4.

            Describe for us in more detail your accounting for your investment in Crispin Porter + Bogusky, LLC (CPB) by clarifying the following items:

        •

        How you determined that CPB is a variable interest entity under FIN 46R.

            •

            How you determined that you were not the primary beneficiary prior to September 22, 2004.

            •

            The nature of the events that occurred on September 22, 2004 and earlier in the third quarter that caused you to change your method of accounting for this investment.

            •

            How you determined that you are the primary beneficiary of CPB after September 22, 2004.

                The Company reviewed its accounting for CPB under paragraph 29 of FIN 46R as a result of a triggering event on September 22, 2004, and determined that it met the conditions of FIN 46R paragraph 5(c) effective from September 22, 2004. Prior to September 22, 2004, the Company determined that its investment in CPB did not qualify as a VIE as it did not meet the criteria of paragraph 5 (c). The following provides a summary of our determinations.

Mr. Larry Spirgel

Securities and Exchange Commission

June 14, 2005

Page 5 of 25

(a)              Paragraph 5(a) considerations:There are no other variable interest holders in CPB other than Maxxcom (a wholly owned subsidiary of the Company) and the Founders

            The ownership of CPB membership interests is as follows:

            Member

            % Ownership

            Maxxcom

            49%

            Crispin & Porter Acquisition Inc ("CPB/ S-Corp")

            50%

            Founder 1

            0.36%

            Founder 2

            0.27%

            Founder 3

            0.27%

            Founder 4

            0.10%

            Total

            100%

            The ownership of CPB /S-Corp is as follows:

      Member

    Percentage ownership

    Founder 1
    40.907%

    Founder 2
     30.641%

      Founder 3

      19.297%

      Founder 4

      9.155%

      Total

      100%

The only debt outstanding is the loan payable to the Company on account of the leasehold improvement.  On June 25, 2003, Maxxcom advanced $2 million to CPB under a Promissory Note and Security Agreement to enable CPB to acquire leasehold improvements. Neither Maxxcom's nor the Founder's equity investment at risk is excluded from equity investment at risk as it represents all of the investment in membership interests, there are no guaranteed returns, and none of the investments are redeemable by CPB and thereby not excluded from equity under FAS 150.

Maxxcom has a call option to purchase additional interests in CPB and the S-Corp/Founders have a put option to sell their interest in CPB to Maxxcom.  The exercise prices for 34% of both the put and call options are variable and are intended to represent an estimate of future fair value, while the remaining 17% call option is a fixed price call.  The Company has concluded that the 51% interest subject to the puts and calls should be considered in the aggregate as the Founders interest is not divisible.  The 17% fixed price call option is not

Mr. Larry Spirgel

Securities and Exchange Commission

June 14, 2005

Page 6 of 25

a specific subset of the 51% interest, but rather the investment needs to be considered as a whole.  The Company has concluded that the presence of variable priced put and call options do not result in the equity of the Founders being excluded from equity at risk under paragraph 5(a) as the equity instruments would participate significantly in the profits and losses of the entity.  Aggregating the fixed put/call with the variable put/call would still allow the holders to participate significantly in the profits and losses.

In applying paragraph 9, the Company has looked at the facts and circumstances that gave rise to the loan.  CPB's historical operating results have been strong.  The loan for the leasehold improvements could be paid out at any time by CPB purely by not paying out the monthly profit distributions (which is specifically provided for in the operating agreement).  CPB could have paid for the leaseholds on its own based on its cash flows from operations, without any borrowings or CPB would have had no difficulty obtaining third party/bank borrowings to pay for the leaseholds.  At the time of the Company's assessment management concluded that the equity at risk in CPB was significant. Subsequent to the Company's determination at September 22, 2004, a fair value assessment was prepared by an external valuator that confirms the significance of the equity at risk as the fair value
of CPB was estimated to be $84.5 million.  Due to the large profits CPB earns, and amount of the leasehold financing relative to the fair value of the equity at risk and a qualitative assessment of the expected losses, we have concluded that the equity at risk is currently sufficient and 5(a) is not met.

            (b)

            Paragraph 5(b) considerations:

There are no other variable interest holders in CPB other than Maxxcom and the S-Corp/Founders as at January 1, 2004 and September 22, 2004, and all of the equity of both Maxxcom and the Founders is included in equity at risk (as noted above under the paragraph 5(a) discussion).  On a combined basis, Maxxcom and the Founders own all of the membership interests of CPB.  Accordingly, paragraph 5(b) is not met.

            (c)

            Paragraph 5(c) considerations:

            (i)

            Disproportionality of voting interests and sharing of profits and losses - (5(c)(i)):

                MDC owns 49% of the membership interests of CPB and the Founders individually or through S-Corp. own the remaining 51% of the membership interests.  We have determined that the voting rights of the investors are not proportionate to their obligations to absorb the expected losses of the entity and their rights to receive the expected residual returns as Maxxcom receives more of the share of the earnings under the terms of the amended contract of June 2003. Under the terms of that amendment, the parties agreed that for the period between 2003 and 2007, for any pre-tax profit

<DOCUMENT>
<TYPE>LETTER
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<FILENAME>filename1.txt
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Mail Stop 0407

      							May 31, 2005

Mr. Miles S. Nadal
Chairman, President and Chief Executive Officer
MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3

	Re:	MDC Partners Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed April 18, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
			File No. 1-13178

Dear Mr. Nadal:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 26

Presentation of "Combined" Revenue, Operating Costs and Operating
Profits, page 26

1. We note your presentation of "combined" results of operations
within the marketing communications segment.  Tell us why you
believe
these measures are appropriate under the guidance in Item 10 of
Regulation S-K.  In addition, please balance this discussion with
an
equally prominent and comparably detailed discussion of the
marketing
communications segment results on a US GAAP basis.

Note 2 - Significant Accounting Policies, page 66

Goodwill and Indefinite Lived Intangibles, page 68

2. Tell us how you have identified your reporting units under SFAS
142 for purposes of testing goodwill for impairment.

Note 7 - Investments in Affiliates, page 80

3. Tell us how you determined that you were not required to
present
separate financial statements under Rule 3-09 of Regulation S-X or
summarized financial information under Rule 4-08 of Regulation S-X
for any of your investments in affiliates, which are accounted for
using the equity method.

Note 9 - Variable Interest Entities, page 81

4. Describe for us in more detail your accounting for your
investment
in Crispin Porter + Bogusky, LLC (CPB) by clarifying the following
items:
* How you determined that CPB is a variable interest entity under
FIN
46R.
* How you determined that you were not the primary beneficiary
prior
to September 22, 2004
* The nature of the events that occurred on September 22, 2004 and
earlier in the third quarter that caused you to change your method
of
accounting for this investment.
* How you determined that you are the primary beneficiary of CPB
after September 22, 2004.

Note 14.  Bank Debt, Long-Term Debt and Convertible Notes, page 87

(a) MDC Revolving Credit Facility, page 87

5. We note that on December 22, 2004, March 14, 2005, April 1,
2005,
and May 9, 2005 you obtained a waiver of any default that may have
occurred as a result of your failure to comply with your total
debt
ratio and fixed charge coverage ratio covenants.  In light of
these
events, tell us how you applied the guidance in EITF 86-30 in
determining that it was appropriate to classify your debt as non-
current at December 31, 2004 and March 31, 2005.

Note 16 - Gain on Sale of Assets and Settlement of Long-term Debt,
page 94

6. Explain for us in more detail the nature of your investment in
Custom Direct Income Fund and Custom Direct, Inc.  Clarify for us
how
you accounted for these investments, when you exchanged your
interests in Custom Direct, Inc. for units of Custom Direct Income
Fund, and how you accounted for this exchange.  In addition, tell
us
the original terms of the adjustable rate exchangeable securities
that you issued on December 8, 2003.  Were these securities
initially
exchangeable for shares of the Custom Direct Income Fund or for
shares of your own stock?

Note 17 - Segmented Information, page 95

7. Tell us how you have determined that you have two reportable
segments.  If you have aggregated several operating segments into
one
reportable segment, tell us how you determined that you met the
criteria for aggregation in paragraph 17 of SFAS 131, including
the
requirement that the segments have similar economic
characteristics.
In addition, provide us with a chart of your organizational
structure
and tell us who you have identified as your chief operating
decision
maker.

Note 18 - Related Party Transactions, page 99

8. Disclose your transactions with related parties on the face of
your financial statements, as required by Rule 4-08(k) of
Regulation
S-X.

Note 19 - Commitments, Contingencies and Guarantees, page 100

9. Tell us how you accounted for the put options associated with
the
remaining ownership interests in certain of your subsidiaries and
your basis in the accounting literature.

Item 9.  Changes in and Disagreements With Accountants on
Accounting
and Financial Disclosures, page 116

10. We note in your Form 10-Q for the quarter ended June 30, 2004
that you held an annual shareholders` meeting on June 9, 2004, at
which meeting KPMG LLP was appointed as auditors of the company.
Please file an Item 4.01 Form 8-K disclosing the information
required
by Item 304 of Regulation S-K or advise.

Item 9A.  Controls and Procedures, page 116

Disclosure Controls and Procedures, page 116

11. We note that you have concluded your disclosure controls and
procedures were adequate to provide reasonable assurance that
recording, processing, summarizing and reporting of information
required to be included in your SEC reports occurred.  It appears
that you did not disclose your conclusions regarding the
effectiveness of your disclosure controls and procedures, as
required
by Item 307 of Regulation S-K.  In addition, we note that material
weaknesses in internal control over financial reporting existed as
of
December 31, 2004 and March 31, 2005.  In light of these
weaknesses,
it appears that your disclosure controls and procedures were not
effective as of December 31, 2004 and March 31, 2005.  Please
revise
your Form 10-K and Form 10-Q to disclose that your disclosure
controls and procedures were not effective as of the end of the
period covered by the reports.

12. We note that you have not completed your assessment of the
effectiveness of your internal control over financial reporting
and
your independent registered public accounting firm`s attestation
report on this assessment, as required by Item 308 of Regulation
S-K.
Tell us your estimated timetable for completing these requirements
and amending your Form 10-K to include these reports.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Melissa Hauber, Senior Staff Accountant, at
(202) 551-3368 or Robert S. Littlepage, Jr., Accountant Branch
Chief,
at (202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3810 with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Miles S. Nadal
MDC Partners Inc.
May 31, 2005
Page 5

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