Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Steven Berns
 2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2004		 3. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [MDCA]
(Last)
(First)
(Middle)
375 HUDSON STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman and Executive Vi
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10014		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 08/25/2005 08/25/2009 Class A Subordinate Voting Shares (2) 100,000 $ 10.5 D  
Stock Appreciation Rights 08/25/2005 08/25/2008 Class A Subordinate Voting Shares (1) 150,000 (3) $ 10.5 D  
Restricted Share Units 08/25/2005 08/25/2007 Class A Subordinate Voting Shares 50,000 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Steven Berns
375 HUDSON STREET
NEW YORK, NY 10014		       Vice Chairman and Executive Vi  

Signatures

Steven Berns 12/23/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Stock Appreciation Rights vest 1/3 on each anniversay of the grant date, expiring four years from the grant date.
(2) Stock Options 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.
(3) Stock Appreciation Rights are settled in cash.
(4) Restricted Stock Units vest and are deemed to be automatically exercised without any action on Mr. Berns part. Class A Shares will be issued as follows: 16,500 on August 25, 2005; 16,500 on August 25, 2006; and 17,000 shares on September 6, 2007.

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