FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BERNS STEVEN   2. Issuer Name and Ticker or Trading Symbol MDC PARTNERS INC [MDCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CFO (Last) (First) (Middle) C/O MDC PARTNERS, 950 THIRD AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2006 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Subordinate Voting Shares (1)               4,000 D   Financial Performance-Based Rstricted Stock (Class A Shares) (2) 02/28/2006   A   100,000 A $ 0 104,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (3)

$ 10.5

08/25/2005

08/24/2009

Class A Subordinate Voting Shares

100,000

100,000

D

Stock Appreciation Rights (4)

$ 10.5

08/25/2005

08/25/2008

Class A Subordinate Voting Shares

150,000

150,000

D

Restricted Stock Units (5)

$ 0

08/25/2005

08/25/2007

Class A Subordinate Voting Shares

33,500

33,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERNS STEVEN C/O MDC PARTNERS 950 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022	X		President and CFO

Signatures

Steven Berns		03/02/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These Class A Subordinate Voting Shares were acquired on January 4, 2005.
(2)	A portion of the Financial Performance-Based Restricted Stock (Class A Shares) of the Issuer may vest in each of 2007,2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2006 - 2008, and is contingent upon continued employment. Such financial targets are set forth in a "Financial Performance-Based Stock Agreement", a form of which was filed by the Issuer as an exhibit to a Form 8-K filed with the SEC on March 2, 2006.
(3)	Stock Options (previously granted on August 25, 2004) vest as follows: 10,000 on August 25, 2005; 15,000 on August 25, 2006; 20,000 on August 25, 2007; 25,000 on August 25, 2008; and 30,000 on August 25, 2009.
(4)	Stock Appreciation Rights (previously granted on August 25, 2004) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and may be settled in cash.
(5)	Restricted Stock Units (previously granted on August 25, 2004) vest and are deemed to be automatically exercised without any action on Mr. Berns's part. Class A Shares may be issued as follows: 16,500 shares on August 25, 2006, and 17,000 shares on September 6, 2007.

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