UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No. _)*


                              MDC PARTNERS INC.
          -----------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
          -----------------------------------------------------------
                         (Title of Class of Securities)

                                    552697104
          -----------------------------------------------------------
                                 (CUSIP Number)

                                August 19, 2010
          -----------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

        [_]      Rule 13d-1(b)
        [X]      Rule 13d-1(c)
        [_]      Rule 13d-1(d)

----------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

     Persons who respond to the collection of information contained in this form
     are not required to respond unless the form displays a currently  valid OMB
     control number.







CUSIP No. 552697104
         ----------

1.   Names  of  Reporting  Persons/I.R.S.  Identification  Nos. of Above Persons
     (Entities only):

                                         LEON G. COOPERMAN
-------------------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
-------------------------------------------------------------------------

3.  SEC  Use  Only

-------------------------------------------------------------------------

4.  Citizenship or Place of Organization:

                                         UNITED STATES
-------------------------------------------------------------------------

Number of               5.  Sole Voting Power:         1,434,500
Shares Bene-
ficially                6.  Shared Voting Power:             -0-
Owned by
Each Report-            7.  Sole Dispositive Power:    1,434,500
ing Person
With                    8.  Shared Dispositive Power:        -0-

-------------------------------------------------------------------------

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:

                                          1,434,500
-------------------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]

-------------------------------------------------------------------------

11.  Percent of Class Represented by Amount in Row (9):

                                                   5.2%
-------------------------------------------------------------------------

12.  Type of Reporting Person:

                                                     IN
-------------------------------------------------------------------------


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CUSIP No. 552697104
         ----------


Item 1(a) Name of Issuer:

       MDC PARTNERS INC. (the "Issuer").


Item 1(b) Address of the Issuer's Principal Executive Offices:

         MDC PARTNERS INC.- Legal Department
         950 Third Ave.
         New York NY 10022



Item 2(a) Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr. Cooperman is, among other activities,  an investor engaged in investing
for his own account.


Item 2(b) Address of Principal Business Office or, if None, Residence:

     The address of the principal  business office of Mr. Cooperman,  is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, NY 10005.


Item 2(c) Citizenship:

     Mr. Cooperman is a United States citizen;


Item 2(d) Title of Class of Securities:     Common Stock (the "Shares")


Item 2(e) CUSIP Number:                     552697104




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CUSIP No. 552697104
         ----------



Item 3.  If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
         240.13d-2(b) or (c):

          This Item 3 is not applicable.



Item 4.  Ownership:


Item 4(a)(b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman  is  the  beneficial  owner  of  1,434,500   Shares,   which
constitutes approximately 5.2% of the total number of Shares outstanding.


Item 4(c) Number of Shares as to which such person has:


(i)     Sole power to vote or to direct the vote:                1,434,500

(ii)    Shared power to vote or to direct the vote:                    -0-

(iii)   Sole power to dispose or to direct the disposition of:   1,434,500

(iv)    Shared power to dispose or to direct the disposition of:       -0-



Item 5. Ownership of Five Percent or Less of a Class:

     This Item 5 is not applicable.



Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.



                                       4



CUSIP No. 552697104
         ----------



Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.



Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.



Item 9. Notice of Dissolution of Group:

     This Item 9 is not applicable.



Item 10. Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having such purpose or effect.



                            SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


DATED: August 30, 2010


LEON G. COOPERMAN

By /s/ ALAN M. STARK
  ------------------
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney on file



ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


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