SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CAMPBELL WALTER

(Last)

(First)

(Middle)

6 MILNER CRESCENT

(Street)

AJAX

999999999

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2004

3. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [ MDCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

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)
Class A Subordinate Voting Shares	22,000	D
Class A Subordinate Voting Shares	191	I	Owned by spouse.

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	01/22/2004	01/21/2007⁽¹⁾	Class A Subordinate Voting Shares⁽²⁾	65,000	$5⁽³⁾	D
Stock Appreciation Rights	07/30/2004	07/29/2007⁽¹⁾	Class A Subordinate Voting Shares⁽²⁾	20,447	$9.71⁽³⁾	D
Stock Options	11/24/1999	11/23/2004⁽⁴⁾	Class A Subordinate Voting Shares	10,000	$11.1⁽³⁾	D
Stock Options	02/03/2000	02/02/2005⁽⁴⁾	Class A Subordinate Voting Shares	5,000	$14.65⁽³⁾	D
Stock Options	10/09/2002	10/08/2007⁽⁴⁾	Class A Subordinate Voting Shares	65,000	$5.4⁽³⁾	D
Stock Options	05/01/2003	04/30/2008⁽⁴⁾	Class A Subordinate Voting Shares	25,000	$7.25⁽³⁾	D

Explanation of Responses:

1. Stock Appreciation Rights vest 1/3 on each anniversary of the grant date, expiring four years from the grant date.

2. Stock Appreciation Rights are settled in cash.

3. Canadian dollars.

4. Stock Options vest 1/5 on grant and each anniversary of the grant date, expiring five years from the grant date.

	Walter Campbell	03/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.