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MAGNA INTERNATIONAL INC.

337 Magna Drive
Aurora, ON, Canada
L4G 7K1

Telephone: (905) 726-2462
Facsimile: (905) 726-7173
Website: www.magna.com

via EDGAR

April 27, 2007

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561

Attention:  Mr. Michael Fay

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

Dear Mr. Fay:
Thank you for your letter dated April 16, 2007 providing comments on Magna
International Inc.'s ("Magna" or the "Company") Form 40-F for the year ended
December 31, 2006.  Set forth below are the Company's responses to your
comments. For your convenience, we have reproduced each of your comments
in the order provided, followed by the Company's corresponding response.
Title Page

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

We will revise the commission file number in future filings to read "001-11444".

Number 5. Controls and Procedures
Disclosure Controls and Procedures

2.  Your disclosure here and in the "Annual Report to Shareholders" should also
include that information required to be disclosed is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms.  Refer to the definition of "disclosure controls and
procedures" in Exchange Act Rules 13a-15(e) and 15d-15(c) for guidance.

We will revise this section in future filings of the Form 40-F to add the
following paragraph prior to the existing paragraph:

"The Registrant maintains disclosure controls and procedures designed to
ensure that information required to be disclosed in reports under the
Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Commission's rules and forms."

Changes in Internal Controls Over Financial Reporting

3.  Your disclosure here and in the "Annual Report to Shareholders" should
refer to changes that occurred during the period covered by the report.
Refer to General Instruction B.6(e) of Form 40-F for guidance.

We will revise this paragraph in future filings of the Form 40-F and the
Annual Report to Shareholders to read as follows:

"There were no changes in the Registrant's internal control over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Registrant's
internal control over financial reporting."

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

4.  We note you purchase approximately half of your steel supplies through
resale programs operated by automobile manufacturers.  Please consider
expanding your disclosure in regard to purchases 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, economic and cash flow factors involved, and significant
accounting issues related to such purchases.  Provide us with a copy
of your intended expanded disclosure.

A number of the Company's operating divisions participate in Original
Equipment Manufacturer ("OEM") steel resale programs relating to a
significant number of different programs and different parts of a vehicle.
OEM steel resale programs involve the OEM purchasing steel for their own
direct needs, as well as for the needs of their suppliers in supplying steel-
based products for particular programs, then reselling such steel to these
suppliers. In so doing, the OEM is able to obtain a lower fixed price for steel
due to the larger quantity purchased, as well as guarantee supply and
consistency in quality.  From a supplier's perspective these arrangements
simply represent a fixed price purchase arrangement.  Accordingly, we do
not believe that it is necessary to provide expanded disclosure related to
such arrangements.  However, we will in future annual information forms
add language to our disclosure consistent with the second, third and fourth
sentences of this paragraph.

Exhibit 2.  Annual report to Shareholders for the Year Ended December 31, 2006
Management's Discussion and Analysis pg. 6

5.  Reference is made to note 22 (Segmented Information) of your financial
statements.  We note "EBIT" as a percentage of external 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, demand and uncertainties that
will or are reasonably likely to affect this relationship between the two
segments.  Provide us with a copy of your intended disclosure.

Magna designs, develops and manufactures automotive systems, assemblies,
modules and components for sale to OEMs of cars and light trucks in North
America, Europe, Asia, South America and Africa.  In addition to its
production sales, in Europe the Company assembles complete vehicles for
sale to OEMs.  EBIT as a percentage of external sales in Europe is lower than
that in North America primarily as a result of: (i) generally lower margins
earned on production part sales in Europe as compared to North America; (ii)
the Company's assembly operations in Europe, since margins as a percentage
of sales for complete vehicle assembly sales are generally lower than margins
earned on production sales due to the high number of purchased components;
and  (iii) higher restructuring and impairment charges, and other unusual items
recorded in Europe as compared to North America.

We refer you to the MD&A discussion of EBIT, which provides a detailed
discussion of the factors affecting EBIT in each segment and the section of the
MD&A entitled "Complete Vehicle Assembly Sales", which discloses: (i) the
basis of accounting for these assembly contracts; (ii) a discussion of the
impact of these sales on the Company's consolidated sales and operating
margin percentage; (iii) the aggregate amount of complete vehicle assembly
sales recorded in Europe; (iv) the assembly programs that generate these sales;
and (v) complete vehicle assembly volumes.  Finally, most of the industry
trends, risks and uncertainties discussed in the "Industry Trends and Risks"
section of the MD&A apply to both the North America and the Europe
segments.

The Company submits that the discussion and analysis in the various sections
of the MD&A referenced above provides sufficient disclosure to enable a
reader to understand why EBIT as a percentage of external sales varies
between North America and Europe.

Notes to Consolidated Financial Statements pg. 39
Note 1. Significant Accounting Policies pg. 39
Research and Development pg. 41

6.  In regard to your deferral of development costs, please tell us: a) basis
for such treatment under Canadian and U.S. GAAP; b) certain criteria to
be met in determining that a future benefit is reasonably certain; c) basis
for estimated 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 arrangements.

In general, the Company incurs two types of developments costs: (i) pre-
production costs related to specific long-term supply arrangements; and (ii)
normal course development costs.  The Company accounts for these costs
under Canadian and U.S. GAAP as follows:

(i)  Pre-Production Costs Related to Long-Term Supply Arrangements

Preproduction costs related to long-term supply arrangements incurred by
the Company include:

-  design and engineering costs; and

-  design and development costs for moulds, dies and other tools that
the Company does not own but will be used to produce production
parts under the long-term supply arrangements.

For U.S. GAAP purposes, the Company accounts for these costs in
accordance with EITF 99-5 "Accounting for Pre-Production Costs Related
to Long-Term Supply Arrangements".  Specifically:

-  Costs incurred (net of customer subsidies) related to design and
engineering which are paid for as part of subsequent production piece
price amounts are expensed as incurred unless a contractual
guarantee for reimbursement exists;
-  Costs incurred (net of customer subsidies) related to design and
development costs for moulds, dies and other tools that the Company
does not own (and that will be used in, and paid for as part of the piece
price amount for, subsequent production) are expensed as incurred
unless the supply agreement provides a contractual guarantee for
reimbursement or the non-cancellable right to use the moulds, dies and
other tools during the supply agreement; and
-  Costs deferred in the above circumstances are included in other
assets and amortized on a units-of-production basis to cost of goods
sold over the anticipated term of the supply agreement.

As Canadian GAAP does not explicitly address these types of costs, the
Company has adopted for Canadian GAAP purposes a policy consistent
with the guidance discussed above and therefore no differences exist with
respect to this issue between Canadian and U.S. GAAP.  The amount of
pre-production costs related to long-term supply arrangements with
contractual guarantee for reimbursement deferred at December 31, 2006
was $98 million, as disclosed in note 10 (Other Assets) to the 2006
consolidated financial statements.

(ii)  Development Costs

In addition to the pre-production costs described above, the Company
incurs non-customer specific development costs (including design and
engineering costs) that are not related to specific long-term supply
arrangements.

For U.S. GAAP purposes, the Company accounts for these development
costs in accordance with FASB Statement No. 2 "Accounting for Research
and Development Costs", which states that development costs should be
expensed as incurred.

For Canadian GAAP purposes, the Company accounts for these
developments costs in accordance with CICA Handbook Section 3450
"Research and Development Costs", which states that development costs
should be expensed as incurred, except when all of the following criteria
are satisfied:

-  the product or process is clearly defined and the costs attributable
thereto can be identified;
-  the technical feasibility of the product or process has been
established;
-  the management of the enterprise has indicated its intention to
produce and market, or use, the product or process;
-  the future market for the product or process is clearly defined or, if it
is to be used internally rather than sold, its usefulness to the enterprise
has been established; and
-  adequate resources exist, or are expected to be available, to complete
the project.

When a development project meets the criteria for deferral, as set out
above, the development costs should be deferred to the extent that their
recovery can be reasonably regarded as assured.

As at December 31, 2006, no development costs qualified for deferral
under Canadian GAAP, and accordingly no such costs were deferred on
the Company's balance sheet.

Note 17. Financial Instruments pg. 58

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

At December 31, 2006, the Company's investments consisted of:

(U.S. dollars in millions)

Equity accounted investments:
     Multimatic Inc. [a]                             $115
     Shin Young Metal Ind. Co. [b]                     22
     Other                                              3
                                                      140
Government securities [c]                              11
Total                                                $151

[a]  Multimatic Inc. ("Multimatic") is a privately held automotive supplier
that produces mechanical assemblies and automotive components
principally for automotive manufacturers and automobile part
manufacturers.  Because Multimatic is a privately held company, fair
value information of Magna's 40% investment therein is not readily
available.  The Company uses widely accepted valuation methodologies,
including transaction multiples and price-earnings techniques to assess
the fair value of its equity accounted investments.  For the year ended
December 31, 2006, Magna's portion of Multimatic's EBITDA was $22
million.  Based on 2006 average transaction multiples for automotive
suppliers, the fair value of the Company's equity investment in
Multimatic was estimated to be approximately $135 million at December
31, 2006.  Based on the Company's knowledge of Multimatic, there are
no indicators of impairment in the carrying value of the investment at
December 31, 2006.

[b]  Shin Young Metal Ind. Co. ("Shin Young") is a privately held Korean
supplier of major stampings, welded assemblies and tooling for
automotive manufacturers and automobile part manufacturers.  Because
Shin Young is a privately held company, fair value information of
Magna's 41% investment therein is not readily available.  However, given
that the Company's investment in Shin Young was made during 2006,
management believes that the fair value of its equity investment in Shin
Young approximates carrying value. There are no indicators of
impairment in the carrying value of the investment at December 31, 2006.

[c]  Pursuant to labour laws and national labour agreements in Austria, the
Company is obliged to provide lump sum termination payments to
employees on retirement or involuntary termination, and long service
payments contingent upon persons reaching a predefined number of years
of service.  All lump sum termination and long service payment
arrangements are unfunded.  Certain Austrian subsidiaries hold fixed
income government securities in connection with their unfunded
obligations.  These investments are traded in public markets in Austria.
The variance between the market value and the carrying value of the
government securities at December 31, 2006 was not significant.

Since market value information related to the largest component of the
Investments line presented in the consolidated balance sheet is not available,
the Company has followed CICA Handbook section 3860.78 which provides
that "....when it is not practicable within constraints of timeliness or cost
to determine the fair value of a financial asset or financial liability with
sufficient reliability that fact should be disclosed...." and accordingly
disclosed that fair value information for investments is not readily available.
However, the Company concurs with the Commission's recommendation and
proposes the following expanded disclosure in future filings of the Form 40-F
and the Annual Report to Shareholders:

"Investments are comprised primarily of equity accounted investments in
privately held companies, the fair value of which is not readily available.
Management believes that the fair values of these investments, determined
using generally accepted valuation methodologies, are equal to or in excess of
their respective carrying values."

Note 21. Contingencies pg. 60

8.  The damages of $3.5 billion sought by plaintiffs in the Centoco suit appear
to be material to your financial positions 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.

The Company's disclosure regarding the potential resolution of the Centoco
claim is based on a preliminary assessment of the value of a decision in the
plaintiffs' favour (assuming all defenses to the plaintiffs' claims are
rejected and using a multiple of plaintiffs' sal