SecProbe.io

June 16, 2010

Bassem A. Shakeel Vice President  Magna International Inc. 337 Magna Drive Ontario, Canada L4G 7K1
Re: Magna International Inc.  Form 40-F
Filed March 31, 2010 File No. 01-11444
 Dear Mr. Shakeel:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 40-F for the Fiscal Year Ended December 31, 2009

Form 6-K Filed March 31, 2010 (as incorporated by reference into the Form 40-F for the Fiscal
Year Ended December 31, 2009)

Management’s Discussion and Analysis
Financial Results Summary, page 2

1. You identify accounts receivable valuation allowances as a “significant item” impa
operating income for 2009 here and on page  15 under “Europe” without quantifying
amount recorded or discussing the circum stances associated with the valuation
allowance.  Please revise your disclosure accordingly.  Also, c onsider a table that
reconciles changes in the balanc e of the valuation allowance for the balance sheet perio
presented.  Further, to the extent considered  material, include a not e in your significa
accounting policies note to the financial statem ents in regard to accounts receivable
valuation allowances.   cting
 the
ds
nt

Bassem A. Shakeel Magna International Inc.
June 16, 2010 Page 2

Results of Operations, page 9

2. You cite numerous factors as  causes of variances in expenses and results without
quantifying their effect.  Please quantify the factors cited so that investors may have an
understanding of their relative impact.  Re fer to section 501.04 of  the Codification of
Financial Reporting Releases for guidance.

Financial Condition, Liquidity and Capital Resources
Cash Flow from Operations, page 16

3. We note in your disclosure here for the a nnual period and for the quarterly period ended
March 31, 2010 as reported in Exhibit 99.1 of  the Form 6-K filed May 14, 2010 that you
primarily attribute the decrease in current peri od cash flow from operations to changes in
net income and non-cash items.  Please note that  reference to net income, prepared on the
accrual basis of accounting, may not provide a sufficient basis for a reader to analyze
changes in cash flow from operations in term s of cash.  Please disclose, in terms of cash,
the significant reasons and related underlying drivers sufficient to explain a substantial
portion of comparative changes in and level of cash flow from operations.  Refer to
Section IV.B.1 of “Interpretation: Commission Guidan ce Regarding Management's
Discussion and Analysis of Financial Conditi on and Results of Operations” available on
our website at http://www.sec.gov/rules/interp/33-8350.htm  for guidance.  Changes in
cash flow from operations may well be due to changes in the volume of your business.
However, we note that you have undertaken cost saving measures in response to the
production volume declines and reduced sales that presumably had a mitigating impact
on cash flow from operations.  Provide us w ith a copy of your intended revised analysis.
 Contractual Obligations and Off- Balance Sheet Financing, page 19

4. We note your disclosure below the contra ctual obligations table that you had no
unconditional purchase obligations  other than those related to  inventory, services, tooling
and fixed assets in the ordinary course of business.  We be lieve these purchase
obligations should be included in the table pu rsuant to General Inst ruction B(12)(ii) of
Form 40-F.  Please revise the table accordingly.

Form 6-K filed May 14, 2010

Consolidated Balance Sheets, page 43
Accounts Receivable

5. We note that sales for the three months ended March 31, 2010 increased by $93 million
from sales for the three months ended December 31, 2009, yet the balance of accounts
receivable increased by $729 million from December 31, 2009 to March 31, 2010.  Please explain to us the reason for the apparent  disproportionate increase in the accounts
receivable balance relative to the increase in sales for the most recent interim period.  Tell

Bassem A. Shakeel Magna International Inc. June 16, 2010 Page 3

us with a view toward disclosure if there have been any changes in terms, rates or timing of collections, and address any associated  impacts on your cash flows and liquidity.

6. In connection with the above comment, plea se explain to us the correlation between
changes in quarterly sales relative to, and the balance of accounts receivable at the end of
the interim period from the end of, the imme diately preceding quarter over the previous
four interim periods.  That is, first quarter 2009 sales decreased $1.262 billion from sales of the preceding quarter and the accounts receivab le balance at the end of the first quarter
decreased by $275 million from the balance at  the end of the preceding quarter, and
successively, second quarter 2009 sales increased $131 million and accounts receivable decreased $48 million, third quarter 2009 sales increased $964 million and accounts receivable increased $824 million, and fourth quarter 2009 sales increased $750 million and accounts receivable bala nce decreased $206 million.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the 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 federa l securities laws of  the United States.

You may contact Theresa Me ssinese at 202-551-3307 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact me at 202-551-3380 w ith any other questions.

Sincerely,

    Lyn Shenk
Branch Chief