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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FRENCH GUY

(Last)

(First)

(Middle)

45 HAZELTON AVE

(Street)

TORONTO ONTARIO

9999999999

(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)

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

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	12,586	D

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	07/30/2004	07/29/2007⁽¹⁾	Class A Subordinate Voting Shares⁽²⁾	5,000	$9.71⁽³⁾	D
Stock Options	04/28/2000	04/27/2005⁽⁴⁾	Class A Subordinate Voting Shares	4,000	$13.3⁽³⁾	D
Stock Options	03/28/2004	03/27/2006⁽⁵⁾	Class A Subordinate Voting Shares	1,600	$10.15⁽³⁾	D
Stock Options	04/16/2004	04/15/2007⁽⁶⁾	Class A Subordinate Voting Shares	2,400	$7.6⁽³⁾	D
Stock Options	05/01/2004	04/30/2008⁽⁷⁾	Class A Subordinate Voting Shares	3,200	$7.25⁽³⁾	D

Explanation of Responses:

1. Stock Appreciation Rights vest 1/3 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.

5. Stock Options vest 800 on each of March 28, 2004 and 2005.

6. Stock Options vest 800 on each of April 16, 2004, 2005 and 2006.

7. Stock Options vest 800 on each of May 1, 2004, 2005, 2006 and 2007.

	Guy French	04/02/2004
	** 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.