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. |
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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 Miles S. Nadal, Chairman and Chief Executive Officer Joseph Klausner Bruce Toner Ethan Klingsberg, Esq. |
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