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

FORM 8-K

Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) — May 8, 2006 (May 4, 2006)

MDC PARTNERS INC.
(Exact name of registrant as specified in its charter)

Ontario
(Jurisdiction of Incorporation)
001-13718
(Commission File Number)
98-0364441
(IRS Employer Identification No.)

45 Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address of principal executive offices and zip code)

(416) 960-9000
(Registrant’s Telephone Number)
 

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

o
Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

o
Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) 
 
 
 

Item 7.01. Regulation FD Disclosure.
 
On May 4, 2006, the Company issued a press release announcing its financial results for the period ended March 31, 2006. Such press release also announced that management would host a conference call to discuss these filings. The investor presentation materials used for the conference call are attached as Exhibit 99.2 hereto. On May 4, 2006, the Company posted the materials attached as Exhibit 99.2 on its web site (www.mdc-partners.com).

On May 8, the Company posted the investor presentation materials attached as Exhibit 99.3 hereto on its web site (www.mdc-partners.com). These materials were used for an investor presentation on May 8, 2006.

These investor presentation materials contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

The foregoing information (including the exhibits hereto) is being furnished under “Item 7.01. Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1
Press release dated as of May 4, 2006, relating to the announcement of the Company’s financial results for the period ended March 31, 2006.

99.2
Slideshow presentation dated May 4, 2006.

99.3
Investor presentation materials dated May 8, 2006.
 
 
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Signatures 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
     
Date: May 8, 2006
MDC Partners Inc.
 
 		  
 		  
 
  By:   /s/ Mitchell Gendel
 
Mitchell Gendel
 
General Counsel & Corporate Secretary
 
 
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