SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

 August 23, 2007

Via Facsimile (212) 839-5599 and US Mail

Scott M. Freeman
Sidley Austin LLP 787 Seventh Avenue New York, NY 10019
 Re: Magna International, Inc.
Schedule TO-I filed August 14, 2007
File No. 5-43799
Dear Mr. Freeman:
We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think you shoul d revise the document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
The purpose of our review process is to assist  you in the compliance with the applicable
disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We we lcome any questions you may have about our
comments or any other aspect of our  review.  Feel free to call us at the telephone number listed at
the end of this letter.
1. It is unclear why setting both a dollar and number of shares limit is consistent with prior
no action guidance. Please revise to conf orm the offer structure to our no action
precedent. Be mindful of your extension obligations, given the change in the offer
structure. In addition, advise how you will disseminate the amended offer materials describing the revised offer terms.

August 23, 2007
Page 2
 Closing Comments

As appropriate, please amend your documents in response to these comments.  You may
wish to provide us with marked copies of the amendment, if required, to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover letters greatly facilitate our
review.  Please file your cover letter on EDGAR.  Please understa nd that we may have additional
comments after reviewing your amendment and responses to our comments.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 Please direct any questions to me at (202) 551-3345.

      S i n c e r e l y ,
         M i c h a e l  P r e s s m a n         S p e c i a l  C o u n s e l         O f f i c e  o f  M e r g e r s
and Acquisitions