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  Magna
  International Inc.

  337 Magna Drive

  Aurora, Ontario,
  Canada L4G 7K1

  Telephone: (905)
  726-2462

  Legal Fax: (905)
  726-7173

  Direct Line: (905)
  726-7070

  Email:
  bassem_shakeel@magna.on.ca

VIA FAX
AND EDGAR

July 30, 2010

United States
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549

Attention:  Ms. Lyn Shenk

RE:         Magna International Inc.

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)

Dear
Ms. Shenk:

Thank
you for your letter dated June 16, 2010 providing comments on Magna
International Inc.’s (“Magna” or the “Company”) Form 40-F for the Fiscal
Year Ended December 31, 2009 and Form 6-K filed March 31, 2010.
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.

Management’s
Discussion and Analysis

Financial
Results Summary, page 2

1.              You
identify accounts receivable valuation allowances as a “significant item”
impacting operating income for 2009 here and on page 15 under “Europe”
without quantifying the amount recorded or discussing the circumstances associated
with the valuation allowances. Please revise your disclosure accordingly. Also,
consider a table that reconciles changes in the balance of the valuation
allowance for the balance sheet periods presented. Further, to the extent
considered material, include a note in your significant accounting policies
note to the financial statements in regard to accounts receivable valuation
allowances.

We note your comment
regarding quantification of the accounts receivable valuation allowance and
will amend future MD&A disclosures for material amounts.

Magna conducts
substantially all of its business with automotive original equipment
manufacturers (“OEMs”), including the Detroit 3. Each OEM has specific supplier
payment terms, generally ranging between 45 days and 55 days. As at December 31,
2009, substantially all receivables were current (as per the OEM’s payment
terms). The table below summarizes the Company’s gross accounts receivable
balance and related valuation allowance for the last six quarters:

  Gross

  Receivable

  Valuation

  Net

  Balance

  Allowance

  Receivables

  December 31, 2008

  $

  2,877

  $

  (56

  )

  [2.0]

  %

  $

  2,821

  March 31, 2009

  2,598

  (52

  )

  [2.0]

  %

  2,546

  June 30, 2009

  2,553

  (55

  )

  [2.2]

  %

  2,498

  September 30, 2009

  3,397

  (75

  )

  [2.2]

  %

  3,322

  December 31, 2009

  3,141

  (79

  )

  [2.5]

  %

  3,062

  March 31, 2010

  3,860

  (69

  )

  [1.8]

  %

  3,791

  Average

  $

  3,071

  $

  (64

  )

  [2.1]

  %

  $

  3,007

As detailed above, in
the last six quarters the accounts receivable valuation allowance has averaged
2.1% of the gross accounts receivable balance. In our view the profit and loss
impact of the valuation allowance in any reporting period was not material nor
was the ending balance material to the balance sheet. As such, the Company does
not believe it is necessary to provide a table that reconciles changes in the
balance of the valuation allowance or include a note to our significant
accounting policies note to the financial statements in regards to accounts
receivable valuation allowance.

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. Refer to section 501.04 of
the Codification of Financial Reporting Released for guidance.

We note your comment.
In our view, Magna has provided quantitative information about specific factors
impacting significant performance measures when such factors are material to understanding
the Company’s performance.

For example, in
explaining the Company’s operating results, we separately disclose in detail
the impact of “Unusual Items” on Operating Income, Net Income and Diluted
Earnings per Share. Furthermore, in explaining the Company’s Gross Margin;
Selling, General Administrative expenses and segment results (refer to the “Earnings
(Loss) before Interest and Taxes (“EBIT”) section of the MD&A) we also
separately disclose the impact of “Unusual Items” and “Significant Items”.
These “Unusual Items” and “Significant Items” have had a material impact on
both Magna’s consolidated income (loss), as well as the Company’s operating
segments.

However,
we recognize that judgment is required in determining the level of quantitative
detail necessary to ensure the Company’s performance is adequately explained.
In future MD&A, we will continue to endeavor to provide quantitative
information about qualitative factors that have had a material impact on
significant performance measures.

Financial
Condition, Liquidity and Capital Resources

Cash Flow
from Operations, page 16

3.              We note
in your disclosure here for the annual 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
period 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 terms 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 “Interpretations: Commission
Guidance Regarding

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Management’s
Discussion and Analysis of Financial Condition 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 with a copy of your intended revised analysis.

We
note your comment.  However, in order to
gather the necessary information to comply, the Company will need to make
certain changes to financial reporting systems and processes.  We will continue to work with the SEC staff
in this regard and in future filings will endeavour to address your concerns to
appropriately describe the quantitative and qualitative factors that have had a
material impact on cash flow.

Contractual
Obligations and Off-Balance Sheet Financing, page 19

4.              We note
your disclosure below the contractual 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
believe these purchase obligations should be included in the table pursuant to
General instruction B(12)(ii) of Form 40-F. Please revise the table accordingly.

We note your comment.
In our view, we have complied with the general instructions to Form 40-F,
however, we will make the following prospective change to our disclosure:

“A purchase obligation
is defined as an agreement to purchase goods or services that is enforceable
and legally binding on us and that specifies all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum, or variable price
provisions; and the approximate timing of the transaction. Consistent with our
customer obligations, substantially all of our purchases are made under
purchase orders with our suppliers which are requirements based and accordingly
do not specify minimum quantities. Other long-term liabilities are defined as
long-term liabilities that are recorded on our consolidated balance sheet.
Based on this definition, the following table includes only those contracts
which include fixed or minimum obligations.”

This additional
disclosure addresses the requirements related to the procurement of production
and tooling inventories, and services. In addition to this disclosure, we will
review our purchase commitments with respect to fixed assets. Traditionally,
the first quarter represents the lowest quarter of additions in the fiscal year
($133 million in the first quarter of 2010 while we expect that our full year
2010 spending for fixed assets will be in the range of $750 million to $800
million). Although we do not believe that we have significant amounts of
purchase obligations that are fixed or have minimum obligations, we will
continue to endeavor to provide additional information regarding purchase
commitments in future filings.

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 us with a view
toward disclosure if there have been any

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changes
in terms, rates or timing of collections, and address any associated impacts on
your cash flows and liquidity.

We note your comment.
In our view, Magna has provided an explanation for the increase in accounts
receivable in relation to the increase in sales from the comparable quarter in
2009. However, we note the apparent disconnect between the increase in accounts
receivable in comparison to the increase in sales from the prior quarter.

In future MD&A we
will provide the following disclosure relating to seasonality:

“Magna conducts
substantially all of its business with automotive original equipment
manufacturers (“OEMs”), including the Detroit 3. Each OEM has specific supplier
payment terms, generally ranging between 45 days and 55 days. As a result, our
accounts receivable balance at any given quarter end generally only includes
the last month and a half of sales, and not sales for the whole quarter.

Our businesses are
generally not seasonal. However, our sales and profits are closely related to
our automotive customers’ vehicle production schedules. Our largest North
American customers typically halt production for approximately 2 weeks in July and
one week in December. Additionally, many of our customers in Europe typically
shutdown vehicle production during portions of August and one week in
December.

Since most of our
customers are shut down at the end of December, our accounts receivable balance
as at December 31 is lower in relation to total fourth quarter sales. In
contrast, since there are typically no shutdowns in February and March,
the accounts receivable balance as at March is generally larger than at
December, even if sales for the entire quarter were consistent.”

6.              In
connection with the above comment, please 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 immediately 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 receivable 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 balance decreased $206 million.

Similar to the
discussion in our response to item 5 above with respect to December month
end accounts receivable balances, the relation between the change in the
balance of accounts receivable at any given quarter end and the change in sales
from one quarter to the next is not representative. A more accurate comparison
would be the change in accounts receivable balances and the change in sales
from one year to another.

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(United States dollars in millions)

  2008

  2009

  2010

  1st Q

  2nd Q

  3rd Q

  4th Q

  1st Q

  2nd Q

  3rd Q

  4th Q

  1st Q

  Total sales

  6,622

  6,713

  5,533

  4,836

  3,574

  3,705

  4,669

  5,419

  5,512

  Accounts receivable

  4,452

  4,484

  4,018

  2,821

  2,546

  2,498

  3,322

  3,062

  3,791

  Comparisons to Prior Quarter

  Change in Sales

  91

  (1,180

  )

  (697

  )

  (1,262

  )

  131

  964

  750

  93

  Change in Accounts Receivable

  32

  (466

  )

  (1,197

  )

  (275

  )

  (48

  )

  824

  (260

  )

  729

  Percent Change in Sales

  -26

  %

  4

  %

  26

  %

  16

  %

  2

  %

  Percent Change in Accounts Receivable

  -10

  %

  -2

  %

  33

  %

  -8

  %

  24

  %

  Comparisons to Same Quarter in Prior Year

  Change in Sales

  (3,048

  )

  (3,008

  )

  (864

  )

  583

  1,938

  Change in Accounts Receivable

  (1,906

  )

  (1,986

  )

  (696

  )

  241

  1,245

  Percent Change in Sales

  -46

  %

  -45

  %

  -16

  %

  12

  %

  54

  %

  Percent Change in Accounts Receivable

  -43

  %

  -44

  %

  -17

  %

  9

  %

  49

  %

As can be seen in the
table, the change in sales and the change in accounts receivable when compared
to the same quarter in the previous year tends to follow a very similar
percentage change.

As requested in your letter dated June 16, 2010,
the Company acknowledges that:

·                  the Company is responsible for
the adequacy and accuracy of the disclosures in its filings;

·                  staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; 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.

Please note that we
will forward a copy of your letter and this response to the Company’s audit
committee. In addition, our independent auditors have received a copy of your
letter and have reviewed this response.

Please feel free to
contact me if you have any further questions or comments.

  Yours very truly,

  /s/
  “Bassem Shakeel”

  Bassem Shakeel

  Vice-President and
  Secretary

c.c.          Members of the Magna
International Inc. Audit Committee

Vince
Galifi, Executive Vice-President and Chief Financial Officer

Jeff
Palmer, Executive Vice-President and Chief Legal Officer

Patrick
McCann, Vice-President, Finance

Don
Linsdell, Ernst & Young LLP

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