FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * DAVIDSON THOMAS N   2. Issuer Name and Ticker or Trading Symbol MDC PARTNERS INC [MDCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MDC PARTNERS INC., 950 THIRD AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2007 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 07/24/2007 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Subordinate Voting Shares (1)               137,181 (2) D   Class A Shares               10,000 I Held by spouse in trust. Class A Shares 07/23/2007   M   718 A $ 9.71 (3) 137,899 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights (4)

$ 9.71 (3)

07/23/2007

M

5,000

07/30/2004

07/30/2007

Class A Shares

718

$ 0

0 (5)

D

Stock Options (6)

$ 10.66 (3)

06/11/2003

06/11/2008

Class A Shares

4,000

4,000

D

Class A Share Purchase Warrants (7)

$ 19.13 (3)

03/12/2004

03/12/2009

Class A Shares

10,000

10,000

D

Stock Options (8)

$ 8.95

04/28/2006

04/28/2016

Class A Shares

25,000

25,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAVIDSON THOMAS N C/O MDC PARTNERS INC. 950 THIRD AVENUE NEW YORK, NY 10022	X

Signatures

/s/ Thomas Davidson		07/25/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Hereinafter, "Class A Shares".
(2)	Includes 4,000 Class A Shares of Restricted Stock of the Issuer (previously granted on March 5, 2006) which will vest on March 5, 2009 (subject to potential accelerated vesting in specified circumstances), and 4,000 Class A shares of Restricted Stock (previously granted on May 2, 2007) which will vest 100% on May 2, 2010 (contingent upon the Reporting Person's continued service as a director through the vesting date).
(3)	Canadian dollars.
(4)	Stock Appreciation Rights (previously granted as of July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the date of grant, and may be settled in cash.
(5)	This transaction does not involve the sale or purchase of a derivative security, but rather the exercise of stock appreciation rights. As per instruction 4 of Form 4, this field has been left blank.
(6)	Stock Options (previously granted on June 11, 2003) vest 1/3 on the grant date, 1/3 on the following 2 anniversaries of the grant date, and expire five (5) years from the grant date.
(7)	These Class A Purchase Warrants form part of the Units issued by the Issuer.
(8)	Stock Options (previously granted on April 28, 2006) vest over five (5) years from the grant date: 20% (5,000 Options) on the first anniversary of the grant date, an additional 20% on each of the next four (4) succeeding anniversaries of the grant date, and expire ten (10) years from the grant date.
Remarks: This Form 4/A is being filed to correct the following errors in the Form 4 filed July 24, 2007:  (a) Box 3 - the date of  transaction was incorrectly reported as May 2, 2007; and (b) Footnote 8 was incorrectly referenced as Footnote 9.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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