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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No.1)*


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

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

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

                                December 31, 2012
           -----------------------------------------------------------
             (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).








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:         2,112,581
Shares Bene-
ficially                6.  Shared Voting Power:       -0-
Owned by
Each Report-            7.  Sole Dispositive Power:    2,112,581
ing Person
With                    8.  Shared Dispositive Power:  -0-

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

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:

                                  2,112,581*

*    These  figures  are as of December  31, 2012 and do not include  subsequent
     purchases of 5,019 Shares.
-------------------------------------------------------------------------

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

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

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

                                    6.7 %

     The beneficial  ownership  percentage set forth herein has been  calculated
based on 31,805,074 Shares of the Issuer outstanding as reported on the Issuer's
Form 10-Q for the quarter ending September 30, 2012.
-------------------------------------------------------------------------

12.  Type of Reporting Person:

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


                                        2



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.

     Mr.    Cooperman   is   the   Managing   Member   of   Omega    Associates,
L.L.C.("Associates"),  a limited  liability  company organized under the laws of
the State of Delaware.  Associates is a private investment firm formed to invest
in and act as general partner of investment  partnerships or similar  investment
vehicles. Associates is the general partner of Omega Charitable Partnership L.P.
("Charitable  LP"),  an exempted  limited  partnership  registered in the Cayman
Islands. These entities are private investment firms engaged in the purchase and
sale of securities for investment for their own accounts.

     Mr.  Cooperman  is  the  ultimate  controlling  person  of  Associates  and
Charitable LP.

     Mr.  Cooperman  is  married to an  individual  named  Toby  Cooperman.  Mr.
Cooperman  has an adult  son named  Michael  S.  Cooperman.  Mr.  Cooperman  has
investment authority over the account of Michael S. Cooperman.

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

The  address  of the  principal  business  office of Mr.  Cooperman  is 2700 No.
Military Trail, Suite 230, Boca Raton FL 33431.



                                        3



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

Item 2(c) Citizenship:

     Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities:

     Class A subordinate voting shares (the "Shares")

Item 2(e) CUSIP Number: 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:

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

     Mr.  Cooperman may be deemed the beneficial owner of 2,112,581 Shares which
constitutes approximately 6.7 % of the total number of Shares outstanding.

     This consists of 1,500,000  Shares owned by Mr.  Cooperman;  212,581 Shares
owned by Toby  Cooperman;  200,000  Shares  owned by Michael S.  Cooperman;  and
200,000 Shares owned by Charitable LP.

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

(i)     Sole power to vote or to direct the vote:                2,112,581
(ii)    Shared power to vote or to direct the vote:                    -0-
(iii)   Sole power to dispose or to direct the disposition of:   2,112,581
(iv)    Shared power to dispose or to direct the disposition of:       -0-



                                        4



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

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.


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: February 6, 2013 as of December 31, 2012

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).


                                       5