SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        April 16, 2007

Via Mail and Fax

Vincent J. Galifi
Executive Vice President and Chief Financial Officer
Magna International Inc.
337 Magna Drive
Aurora, Ontario, Canada L4G 7K1

 RE:  Magna International Inc.
   Form 40-F: For the Year Ended December 31, 2006
   File Number: 001-11444

Dear Mr. Galifi:

 We have reviewed the above referenced filing and have the following comments.
We believe you should revise future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Magna International Inc.
April 16, 2007
Page 2
Form 40-F: For The Year Ended December 31, 2006

Title Page

1. It appears your commission file number  should be “001-11444.”  Please revise.

Number 5. Controls and Procedures
Disclosure Controls and Procedures

2. Your disclosure here and in the “Annual Re port to Shareholders” should also include
that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the Commissions’ rules and forms.
Refer to the definition of “disclosure contro ls and procedures” in Exchange Act Rules
13a-15(e) and 15d-15(e) for guidance.

Changes in Internal Controls Over Financial Reporting

3. Your disclosure here and in the “Annual Report to Shareholders” should refer to
changes that occurred duri ng the period covered by the re port.  Refer to General
Instruction B.6(e) of Fo rm 40-F for guidance.

Exhibit 1. Annual Information Form
Item 3. Description of the Business, page 13
Manufacturing and Engineering, page 24
Key Commodities, page 24

4. We note you purchase approximately half of your steel supplies through resale
programs operated by automobile manufactur ers.  Please consider expanding your
disclosure in regard to purc hases made in this fashion for greater transparency and
understanding of these arrangements.  For example, consider disclosing the
significant terms and conditions of the arrangements, mechanics of the programs, how purchases are arranged and made, econom ic and cash flow factors involved, and
significant accounting issues re lated to such purchases.  Provide us with a copy of
your intended expanded disclosure.

Exhibit 2. Annual Report to Shareholders  for the Year Ended December 31, 2006
Management’s Discussion and Analysis …, page 6

5. Reference is made to note 22 (Segmented In formation) of your financial statements.
We note “EBIT” as a percentage of extern al sales varies significantly between the
North America and Europe segments within each period reported.  In this regard,
please consider expanding the disclosure in the “Overview” section of MD&A to
discuss the reasons for the difference.  Also consider addressing any known trends,
demands and uncertainties that will or are reas onably likely to affect this relationship
between the two segments.  Provide us with a copy of your intended disclosure.

Magna International Inc.
April 16, 2007
Page 3
Notes to Consolidated Financial Statements, page 39
Note. 1 Significant Accounting Policies, page 39
Research and Development, page 41

6. In regard to your deferral of development cost s, please tell us the: a) basis for such
treatment under Canadian and US GAAP; b) cer tain criteria to be met in determining
that a future benefit is reasona bly certain; c) basis for estim ated recovery of the costs;
and d) amount deferred at December 31, 2006.  Additionally, tell us how you
distinguish development costs eligible for deferral from those subject to accounting as
“preproduction costs related to long-term supply agreements.”

Note 17. Financial Instruments, page 58

7. Please consider disclosing the basis for your  belief that the market value exceeds the
carrying amount for “investments.”

Note 21. Contingencies, page 60

8. The damages of $3.5 billion sought by plain tiffs in the Centoco suit appear to be
material to your financial position and results of operations.  In this regard, please consider disclosing the basis for your belief that ultimate resolution of the suit will
not have a material adverse effect.

Note 23. United States Generally Accepted Accounting Practices, page 64

9. We note you lease over half of your manufacturing, product development and
engineering facilities, and a majority of  your automotive real estate from MI
Developments, and that this entity an d you are jointly controlled.  There is a
presumption pursuant to paragraph B10 of FASB Interpreta tion No. 46R (as
amplified by FASB Staff Position No. FI N 46R-5) that such a related party
relationship creates an implicit guarantee by you of MI Development’s investment
and thereby a variable interest  for you in MI Development.  In this regard, please
explain to us your evaluation of this re lationship for consolidation pursuant to
paragraphs 12 and 13 or 17, as appropriate, of FIN 46R as a reconciling item to US
GAAP.  Include in your explanation the re liance of MI Develo pment’s operations,
financial position and cash flows on the business conducted with you (in particular,
the proportion of MI Development’s revenue s generated from business with you and
the proportion of its assets available for lease that are leased to you).  Additionally, tell us if there are any residual valu e guarantees, purchase options or similar
provisions associated with the leases and the terms and conditi ons of such provisions.

10. Please explain to us your consideration of the diluted per share effect of the 7.08%
debentures payable at your election in stock at maturity  pursuant to paragraph 29 of
FASB Standard No. 128 as a reconciling item to US GAAP.  Also, tell us if similar
treatment exists under Canadian GAAP.

Magna International Inc.
April 16, 2007
Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

  You may contact Doug Jones at 202- 551-3309 with any questions.  You may also
contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief