SecProbe.io

Mail Stop 3561
July 20, 2016

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

Re: Magna International, Inc.
 Form 40-F for Fiscal Year Ended December  31, 2015
Filed March 29, 2016
Form 6 -K
Filed March 3, 2016
File No. 001-11444

Dear Mr. Galifi :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments a pply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for  Fiscal Year Ended December 31, 2015

General

1. The December 7, 2015 Agency Agreement included as Exhibit 99 to your from 6 -K filed
on December 8, 2015 indicates that in limited circumstances you may engage in dealings
or transactions with or in sanctioned countries which the agreement defines to include
Syria and Suda n.  Syria and Sudan are designated by the U.S. Department of State as
state sponsors of terrorism, and are subject to U.S. economic sanctions and export
controls.  Your Form 40 -F does not provide disclosure about those countries.  Please
describe to us the  nature and extent of any past, current, and anticipated contacts with
Syria and Sudan, whether through subsidiaries, affiliates, distributors, customers or other
direct or indirect arrangements.  For instance, you identify BMW Group, Daimler,
Volkswagen, Honda, Toyota and Renault -Nissan as customers.  Publicly available
information indicates that each of these companies may sell products into Syria and/or

Vincent J. Galifi
Magna International, Inc.
July 20, 2016
Page 2

 Sudan.  Please tell us whether these customers sell products incorporating your products
or components  into Syria or Sudan.  You should describe any products, components,
technology or services you have provided to Syria and Sudan, directly or indirectly, and
any agreements, commercial arrangements or other contacts with the governments of
those countries or entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address m ateriality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors tha t a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors h ave proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions dire cted toward companies that have
operations associated with Syria and Sudan.

Exhibit 99.4

3. We note you refer to the Annual Report on Form 40 -F of the Company dated the 28th day
of March, 2016 for the fiscal year ending “December  31, 2014.”  Please amend your
filing to provide a revised certification that refers to the correct fiscal year end of
December 31, 2015.

4. We note you dated the certificate as of the 28th day of “March, 2015.”  Please amend to
update the year in which the certificate was dated.

Form 6 -K Filed on March 3, 2016

Exhibit 99.1

Management’s Discussion and Analysis
Financial Condition, Liquidity and Capital Resources
Cash Flow from Operations , page 16

5. Please provide a more robust discussion of operating cash flow activities including
addressing the material drivers underlying significant changes of individual cash flow
items.  We note you recited items that you describe as non -cash without ex plaining how
these items actually affect operating cash.  Refer to section IV.B.1 SEC Release No. 33 -
8350 for guidance.

Vincent J. Galifi
Magna International, Inc.
July 20, 2016
Page 3

 Disclosure controls and procedures, page 24

6. Your disclosure here specifically refers to only a portion of the disclosure controls and
procedures as defined in Exchange Act rules 13a -15(e) and 15d -15(e).  That is, you did
not include the portion of the disclosure controls and procedures that are designed to
ensure that information required to be disclosed in reports filed or submitted und er the
Act is accumulated and communicated to your management, including your principle
executive and principle financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.  Although th ere is no
requirement to disclose the full definition, specific reference to only a portion of the
definition gives the appearance of limiting management’s conclusion solely to the portion
referred to.  Please confirm to us and revise to clarify, if true, that the conclusion in
regard to the company’s disclosure controls and procedures is on the basis as fully
defined in Exchange Act rules 13a -15(e) and 15d -15(e).

Report of the Independent Registered Public Accounting Firm

7. We note that both the audit repo rt on the Financial Statements and on Internal Controls
over Financial Reporting do not indicate the location of where they were issued.  Please
amend your filing to include revised audit reports that include this information as
required by paragraph 3 of Auditing Standard No. 1 and Rule 2 -02(a) of Regulation S -X.

Notes to Consolidated Financial Statements
Note 20. Stock -Based Compensation
[c] Restricted stock unit program, page 28

8. We note the dividend equivalents associated with your restricted units.  You disclose that
dividend equivalents are credited at the times and in the amounts of dividends that are
declared and paid on your common shares.  Please tell us your consideration of ASC 260 -
10-45-61A and 718 -10-55-45 in regard to the effect given to suc h in computing your
earnings per share .

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 Exchange Act rules require.   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 t he disclosures they have made.

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

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Vincent J. Galifi
Magna International, Inc.
July 20, 2016
Page 4

  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 or Doug Jones at 202 -551-3309 if
you have questions regarding comments on the financial statements and related matters. Please
contact me at 202 -551-3380 with a ny other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and  Leisure