Mail Stop 3561

      							December 29, 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 September 30, 2005
		File No. 1-13178

Dear Mr. Nadal:

      We have reviewed your supplemental response letter dated
December 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

Note 17.  Segmented Information

1. We note your response to prior comment 2.  With respect to the
Strategic Marketing Services ("SMS") reportable segment, we
continue
to believe that the separate reporting of certain operating
segments
would materially improve an investor`s understanding of the
company`s
performance, including prospects for future net cash flows.

Your response as to why aggregation in the SMS reportable segment
is
appropriate relies heavily upon an analysis of gross margins and
staff to revenue cost ratios based solely upon the 2006 budget.
Specifically, your response separately addresses the following
operating segments: Ambrose Carr Linton Carroll, Margeotes
Fertitta
Powell, Crispin Porter and Kirshenbaum Bond.  You have indicated
that
the margins and staff cost ratios for these segments are expected
to
converge with other operating segments currently aggregated into
the
SMS segment, as well as each other.  We note that question 8 to
the
FASB Staff Implementation Guidance issued in respect of FAS 131
states "the similarity of the economic characteristics should be
evaluated based on future prospects and not necessarily on current
indicators only."  Additionally, paragraph 73 of FAS 131 states
"The
Board believes that separate reporting of segment information will
not add significantly to an investor`s understanding of an
enterprise
if its operating segments have characteristics so similar that
they
can be expected to have essentially the same future prospects."

We have two concerns with respect to the approach you have taken
in
determining that it is appropriate to aggregate certain operating
segments within the SMS reportable segment.  First, we note that
you
are projecting either significant increases or decreases,
particularly in respect of gross margins, for Ambrose Carr Linton
Carroll, Margeotes Fertitta Powell, Crispin Porter and Kirshenbaum
Bond to enable you to determine that these operating segments are
economically similar.  However, the trend over the last three
years
with respect to gross margins and staff cost ratios does not
appear
to support your forecast for 2006.  Second, based upon your
response,
you appear to have mainly looked to the forecast for 2006 in
making
your determination with respect to economic similarity.  Even if
your
forecasts for 2006 are appropriate, it is unclear whether 2006
will
be an aberration in terms of economic similarity, or whether
similar
gross margins and staff cost ratios will continue into the future.

We acknowledge that determining whether operating segments
demonstrate similar economic characteristics such that they may be
aggregated is difficult and subjective, and therefore, judgmental.
Management is in the best position to make a determination with
respect to expectations for future prospects and performance.
After
taking into consideration the representations you have made to us,
we
will not object to your proposed presentation.

We remind you of your obligation to continue to assess your
segmental
presentation for compliance with FAS 131.  This reassessment will
be
critical through 2006 as actual results are reported, and as you
begin to develop expectations for the forecast for 2007.  To the
extent that actual results are inconsistent with the forecast, we
believe it would become increasingly difficult to justify that the
operating segments are in fact economically similar.  Please
confirm
in writing that you understand your obligation to continue to
reassess this area, and if a different determination is reached,
you
are aware of the requirement to provide disaggregated information
that complies with FAS 131.

As noted above, your conclusion with respect to economic
similarity
is based heavily upon your expectation that the gross margins and
staff cost ratios for certain of the operating segments will begin
to
converge.  For certain entities, this means that gross margins and
staff cost ratios will increase; for others, you have projected a
decrease in these margins.  We also note that not all of the
operating segments that our discussions have focused on with
respect
to the SMS reportable segment are the same size in terms of
revenue
generated and profitability.  Accordingly, to the extent that the
changes you have discussed in your responses represent a known
trend
that you believe will have a material favorable or unfavorable
impact
on net sales or income from continuing operations, or a material
change in the relationship between cost and revenues (i.e., staff
cost ratios), you are required to discuss this information in
MD&A.
Refer to Item 303 (a)(3)(ii) of Regulation S-K.



*    *    *    *




      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



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Mr. Miles S. Nadal
MDC Partners Inc.
December 29, 2005
Page 4