SecProbe.io

June 28, 2011
 Via E-mail

Bassem A. Shakeel Vice President Magna International Inc. 337 Magna Drive Aurora, Canada L4G 7K1
Re: Magna International Inc.
 Form 40-F for Fiscal Year Ended December 31, 2010             Filed on March 31, 2011
            File No. 001-11444
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 pr oviding any requested information.  If you do
not believe our comments apply to your facts and circumstances , 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 Fiscal Year Ended December 31, 2010

 Exhibit 2

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations, page 17

1. We note your disclosure regarding the cha nges in factors such as vehicle production
volumes and average dollar content per vehicle. In additi on to providing these
disclosures, please revise to quantify the aggregate impacts of these changes on
revenues. For example, please revise to qua ntify the actual dollar amount of aggregate
revenue change during the period attributed to a ch ange in vehicle production
volumes. Please provide us with your proposed revised disclosure.

2. When two or more factors are cited to whic h changes are attribut able, please quantify
each factor so that readers may understand th e magnitude of each.  For example, in

Bassem A. Shakeel
Magna International Inc. June 28, 2011 Page 2
 the discussion of  “external production sa les-rest of the world” for 2010 and 2009 you
attribute the sales increase  to five differ ent factors, offset by two other factors,
without quantification of any of the f actors.  Refer to section 501.04 of the
Codification of Financial Re porting Releases for guidance.   Please provide us with
your proposed revised disclosure.
3. Please quantify, discuss, and analyze the change s in costs of goods sold in addition to
your current disclosure which is made in th e context of gross ma rgin.  Please quantify
and discuss the significant components of costs of sales, such as labor, materials, or
any other components, to the extent cha nges in these components had a material
impact on reported results.  Please provide us  with your proposed revised disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’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 disclosure 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 federal securities laws of the United
States.  You may contact Aamira Chaudhry at 202- 551-3389 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at 202-551-
3380 with any other questions.
  Sincerely,
   /s/ Lyn Shenk    Lyn Shenk
Branch Chief