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<DESCRIPTION>MATERIAL CHANGE REPORT ON FORM 51 102F3 DATED OCT 29 2004
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                                                            EXHIBIT 99
                                FORM 51-102F3

                           MATERIAL CHANGE REPORT


1. Name and Address of Company

The reporting issuer is Magna International Inc. (the "Corporation" or "Magna"),
a corporation existing under the laws of the Province of Ontario and having its
registered office at 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1.


2. Date of Material Change

The material change occurred on Friday, October 22, 2004 after the close of
trading on the Toronto Stock Exchange (the "TSX") and The New York Stock
Exchange (the "NYSE").


3. Press Release

On Monday, October 25, 2004, at approximately 6:30 a.m. (Toronto time), a press
release describing the material change was issued by the Corporation and
delivered to the Ontario Securities Commission and the other Canadian securities
regulatory authorities, to the TSX, to the NYSE and to Canada NewsWire for
publication and dissemination through its North American Disclosure and European
Financial Capitals Plus networks.


4. Summary of Material Change

On Monday, October 25, 2004 Magna issued a press release announcing that it had
made separate proposals to the respective boards of directors of its three
public subsidiaries, Intier Automotive Inc. ("Intier"), Decoma International
Inc. ("Decoma") and Tesma International Inc. ("Tesma"), in each case, to acquire
all the outstanding Class A Subordinate Voting Shares of each subsidiary not
owned by Magna in exchange for either Magna Class A Subordinate Voting Shares,
based on a specified share exchange ratio, or, if a subsidiary shareholder so
elects, cash based on a specified formula and subject to a capped aggregate
amount in the case of each proposed transaction.  Each proposal, which would be
implemented by way of a court-approved plan of arrangement under Ontario Law, is
independent and not conditional on completion of the other transactions.  A copy
of the press release issued October 25, 2004 is attached.


5. Full Description of Material Change

On Monday, October 25, 2004 Magna issued a press release announcing that it had
made separate proposals to the respective boards of directors of its three
public subsidiaries, Intier, Decoma and Tesma, in each case, to acquire all the
outstanding Class A Subordinate Voting Shares of each subsidiary not owned by
Magna in exchange for either Magna Class A Subordinate Voting Shares, based on a
specified share exchange ratio, or, if a subsidiary shareholder so elects, cash
based on a specified formula and subject to a capped aggregate amount in the
case of each proposed transaction.  Each proposal is independent and not
conditional on completion of the other transactions.

                                      - 2 -
The Transactions

Under the proposals, shareholders of Intier would receive 0.3847 of a Class A
Subordinate Voting Share of Magna for each Class A Subordinate Voting Share of
Intier, shareholders of Decoma would receive 0.1453 of a Class A Subordinate
Voting Share of Magna for each Class A Subordinate Voting Share of Decoma, and
shareholders of Tesma would receive 0.4388 of a Class A Subordinate Voting Share
of Magna for each Class A Subordinate Voting Share of Tesma.  Under each of the
proposals, at the election of any shareholder of the applicable subsidiary, such
shareholder would receive, in lieu of Class A Subordinate Voting Shares of
Magna, cash based on the volume-weighted average trading price of Magna's Class
A Subordinate Voting Shares over the five trading days ending on the last
trading day immediately preceding the effective date of the applicable plan of
arrangement.  The aggregate cash payable to all electing shareholders in the
proposed transactions would be capped at approximately half of the total
onsideration contemplated by each of the proposals based on the volume-weighted
average trading price of Magna's Class A Subordinate Voting Shares over the 20
trading days ended October 22, 2004, being the last trading day prior to the
making of the proposals.  The capped amounts are Cdn. $125 million for Intier,
Cdn. $150 million for Decoma, and Cdn. $350 million for Tesma.  If, in any of
the separate transactions, shareholders of the applicable subsidiary in the
aggregate elect to receive cash in excess of the applicable cap, the total
available cash for that transaction will be prorated among those shareholders
electing to receive cash and the balance of their consideration will be
satisfied in Magna Class A Subordinate Voting Shares.

The consideration offered pursuant to the proposals represents a premium of
approximately 36.5% for the Class A Subordinate Voting Shares of Intier, 26.3%
for the Class A Subordinate Voting Shares of Decoma, and 33.3% for the Class A
Subordinate Voting Shares of Tesma, in each case based on the respective volume-
weighted average trading prices of Magna's Class A Subordinate Voting Shares and
the Class A Subordinate Voting Shares of each of the respective subsidiaries for
the 20 trading days ended October 22, 2004.  Canadian resident  shareholders of
Intier, Decoma, and Tesma are expected to achieve a tax-deferred rollover to the
extent that they receive Magna Class A Subordinate Voting Shares in exchange for
shares of Intier, Decoma and Tesma, as applicable.

Based on the volume-weighted average trading price of Magna's Class A
Subordinate Voting Shares over the 20 trading days ended October 22, 2004, the
total purchase price for the outstanding Class A Subordinate Voting Shares of
each subsidiary not owned by Magna is approximately Cdn. $1.3 billion. The total
purchase price would be satisfied by the issuance of approximately 13.9 million
Magna Class A Subordinate Voting Shares, in the event shareholders of the
subsidiaries receive all stock, or approximately 7.1 million Magna Class A
Subordinate Voting Shares and Cdn. $625 million in cash, in the event
hareholders of the subsidiaries elect to receive the maximum amount of cash.
Additionally, Magna will assume responsibility for any outstanding stock options
issued by the subsidiaries.  The outstanding subsidiary stock options at the
effective date will remain outstanding in accordance with their existing terms.
However, on the exercise of the options, option holders will receive shares of
Magna Class A Subordinate Voting Shares based on the relevant share exchange
ratio.

Each of the transactions is proposed to be carried out by way of a court
approved plan of arrangement under Ontario law and is subject to applicable
securities laws, including the Ontario rules that specifically govern going-
private transactions of this nature.  Under the terms of the proposals and as
equired by Ontario law, the respective boards of directors of Intier, Decoma and
Tesma would each establish an independent committee to consider the proposal
from Magna. Each independent committee would retain legal and financial advisors
to assist it and in particular would engage and supervise a financial advisor to
prepare a formal valuation of its Class A Subordinate Voting Shares. Proxy
solicitation materials would be prepared by each of Intier, Decoma and Tesma in
connection with the respective special meetings of shareholders to


                                       - 3 -


be called to consider the plan of arrangement. The proxy materials for each
meeting would disclose the relevant formal valuation and would also contain
hatever recommendation the independent members of its board of directors deem
appropriate following the conclusion of their deliberations and taking into
account the advice received from their legal and financial advisors.  Each
transaction would require the approval of the shareholders of each subsidiary,
including by way of a majority of the votes cast by holders other than Magna and
its affiliates and other insiders.  In addition to shareholder approval, there
would be a final court hearing to approve the plan of arrangement for each of
Intier, Decoma, and Tesma.  Each transaction is targeted for completion in
January 2005 in the event shareholder approval is obtained.

Reasons for the Transactions and Magna After the Transactions

Magna believes that the proposed transactions will better position the Magna
automotive groups to compete on a global basis in the face of changing industry
dynamics.  The following is a summary of the key elements of the strategic and
business rationale for the transactions.

If the proposed transactions are successfully completed, Magna will be able to
capitalize on its broad product capabilities and will be better positioned to
meet customers' needs for larger modules and systems that include two or more of
Magna's current product groups.  As OEM vehicle engineering and assembly
evolves, the trend towards larger, more sophisticated, and highly-engineered
systems and modules continues.  These modules are increasingly crossing
traditional supplier product lines.  With its diverse product portfolio and with
increased flexibility, Magna believes that it will be well positioned to
capitalize on cross group modules.

The transactions will allow Magna to fully exploit the vast competencies that
exist within Magna, particularly its complete vehicle expertise at Magna Steyr.
with its vast product portfolio, Magna has substantial depth of knowledge in
design, engineering, systems testing, and manufacturing using a wide variety of
techniques, materials and processes.  Magna Steyr's complete vehicle engineering
and design capability includes the vehicle's interior, exterior, powertrain and
drivetrain as well as complete electric and electronic architecture.  As a
result of its broad capabilities, Magna Steyr has an in-depth understanding of
how the vehicle's various systems interact and other Magna groups will be able
to leverage this knowledge.

The transactions will give Magna the opportunity to better align its product
portfolio where it has similar capabilities in different groups.  In some cases,
either through past acquisitions or the convergence of technologies, Magna has
similar expertise in different groups that could be naturally aligned.  Some of
these overlapping product areas are capital-intensive and are expected to
continue to converge in the future.  Alignment of some of these capabilities
will allow Magna to achieve operational synergies.

As Magna continues to expand into new markets and further broaden its customer
base, Magna expects to be able to avoid duplicate investments in infrastructure.
One Magna identity will also allow the company to be better positioned in new
markets where the Magna name continues to hold greater recognition, particularly
with Asian customers who prefer one Magna voice.

In addition to the operational objectives outlined above, Magna expects the
transactions to be neutral to modestly accretive to Magna's earnings.  The level
of accretion is dependent on the mix of cash and shares of Magna Class A
Subordinate Voting Shares elected by the shareholders of Intier, Decoma, and
Tesma, respectively, the extent of purchase accounting adjustments, and the
level of synergies that Magna may realize as a result of the transactions.  From
an accounting perspective, Magna's minority interest expense line would no
longer include an amount representing the percentage of Intier, Decoma and
Tesma's earnings attributable to their minority shareholders.

                                        - 4 -


Special Committee of Magna's Board of Directors

Magna's board of directors appointed a special committee comprised of three
independent directors with a mandate to review management's proposal to take
private one of Magna's public subsidiaries, consider alternatives to such
proposal and make recommendations to the board of directors regarding the same.
The special committee retained an independent financial advisor to assist it in
its evaluation of the proposal.  During its deliberations, the special committee
explored various alternatives, including a proposal to take private all of
Magna's three public subsidiaries.  In consultation with CIBC World Markets
Inc., its financial advisor, the special committee considered various valuation
approaches (including comparable transactions, comparable trading multiples and
discounted cash flow analyses) in reaching its recommendation on the appropriate
share exchange ratio for each of the three transactions.  Following the
conclusion of its deliberations and taking into account the advice received from
its financial advisor, the special committee unanimously determined that the
alternate proposal to take Intier, Decoma and Tesma private was in the best
interests of Magna and recommended that the proposal be approved by the board of
directors.  Based on this recommendation and its further deliberations, the
independent members of Magna's board of directors unanimously approved the
proposal.

     Related Party Transactions

The transactions constitute related party transactions.  However, Magna is not
required to provide Magna shareholders with a formal valuation or submit the
transactions for approval by Magna's minority shareholders because, in addition
to other potentially applicable exemptions, each proposal is exempt from the
formal valuation and minority approval requirements of Ontario Securities
Commission Rule 61-501, which governs transactions of this nature, as neither
the fair market value of the subject matter of, nor the fair market value of the
consideration for, the proposed transactions, insofar as they involve interested
parties, exceeds 25% of Magna's market capitalization.

6. Reliance on Section 7.1(2) or (3) of NI 51-102

This report is not being filed on a confidential basis.


7. Omitted Information

Not applicable.


8. Executive Officer

For further information, please contact J. Brian Colburn, Executive Vice-
President, Special Projects and Secretary of the Corporation at 905-726-7022.


DATED at Aurora, Ontario the 29th day of October, 2004.



MAGNA LOGO                                Magna International Inc.
                                          337 Magna Drive
                                          Aurora, Ontario L4G 7K1
                                          Tel   (905) 726-2462
                                          Fax   (905) 726-7164

                            PRESS RELEASE
              MAGNA ANNOUNCES PROPOSALS TO TAKE PRIVATE
                      ITS PUBLIC SUBSIDIARIES


October 25, 2004, Aurora, Ontario, Canada - Magna International Inc.
(TSX: MG.A, MG.B; NYSE: MGA)
announced today that it has made separate proposals to the
respective boards of directors of its three public subsidiaries,
Intier Automotive Inc. (TSX: IAI.A; NASDAQ: IAIA), Decoma International Inc.
(TSX: DEC.A; NASDAQ: DECA) and Tesma International Inc. (TSX: TSM.A;
NASDAQ: TSMA), in each case, to acquire all the outstanding Class A
Subordinate Voting Shares of each subsidiary not owned by Magna. Each
proposal, which would be implemented by way of a court-approved plan of
arrangement under Ontario law, is independent and not conditional on
completion of the other transactions.

Under the Intier proposal, shareholders of Intier would receive 0.3847 of
a Class A Subordinate Voting Share of Magna for each Class A Subordinate
Voting Share of Intier or, at the election of any shareholder, cash based on
the volume-weighted average trading price ("VWAP") of Magna's Class A
Subordinate Voting Shares over the five trading days ending on the last
trading day immediately preceding the effective date of the plan of
arrangement. The aggregate cash payable to all electing Intier shareholders in
the proposed transaction would be capped at Cdn. $125 million, representing
approximately half of the total consideration contemplated by the proposal
based on the VWAP of Magna's Class A Subordinate Voting Shares over the 20
trading days ended October 22, 2004, being the last trading day prior to the
making of the proposals. If shareholders elect to receive cash in excess of
Cdn. $125 million in the aggregate, the total cash available will be prorated
among those shareholders electing to receive cash and the balance of their
consideration will be satisfied in Magna Class A Subordinate Voting Shares.
Based on the VWAP of Magna's Class A Subordinate Voting Shares over the past
20 trading days, the consideration offered represents a premium of
approximately 36.5% over the VWAP of Intier's Class A Subordinate Voting
Shares over the same period.

Under the Decoma proposal, shareholders of Decoma would receive 0.1453 of
a Class A Subordinate Voting Share of Magna for each Class A Subordinate
Voting Share of Decoma or, at the election of any shareholder, cash based on
the volume-weighted average trading price ("VWAP") of Magna's Class A
Subordinate Voting Shares over the five trading days ending on the last
trading day immediately preceding the effective date of the plan of
arrangement. The aggregate cash payable to all electing Decoma shareholders in
the proposed transaction would be capped at Cdn. $150 million, representing
approximately half of the total consideration contemplated by the proposal
based on the VWAP of Magna's Class A Subordinate Voting Shares over the 20
trading days ended October 22, 2004, being the last trading day prior to the
making of the proposals. If shareholders elect to receive cash in excess of
Cdn. $150 million in the aggregate, the total cash available will be prorated
among those shareholders electing to receive cash and the balance of their
consideration will be satisfied in Magna Class A Subordinate Voting Shares.
Based on the VWAP of Magna's Class A Subordinate Voting Shares over the past
20 trading days, the consideration offered represents a premium of
approximately 26.3% over the VWAP of Decoma's Class A Subordinate Voting
Shares over the same period.

Under the Tesma proposal, shareholders of Tesma would receive 0.4388 of a
Class A Subordinate Voting Share of Magna for each Class A Subordinate Voting
Share of Tesma or, at the election of any shareholder, cash based on the
volume-weighted average trading price ("VWAP") of Magna's Class A Subordinate
Voting Shares over the five trading days ending on the last trading day
immediately preceding the effective date of the plan of arrangement. The
aggregate cash payable to all electing Tesma shareholders in the proposed
transaction would be capped at Cdn. $350 million, representing approximately
half of the total consideration contemplated by the proposal based on the
VWAP of Magna's Class A Subordinate Voting Shares over the 20 trading days
ended October 22, 2004, being the last trading day prior to the making of the
proposals. If shareholders elect to receive cash in excess of
Cdn. $350 million in the aggregate, the total cash available will be prorated
among those shareholders electing to receive cash and the balance of their
consideration will be satisfied in Magna Class A Subordinate Voting Shares.
Based on the VWAP of Magna's Class A Subordinate Voting Shares over the past
20 trading days, the consideration offered represents a premium of
approximately 33.3% over the VWAP of Tesma's Class A Subordinate Voting Shares
over the same period.

Based on the VWAP of Magna's Class A Subordinate Voting Shares over the
20 trading days ended October 22, 2004, the total purchase price for the
outstanding Class A Subordinate Voting Shares of each subsidiary not owned by
Magna is approximately Cdn. $1.3 billion. The total purchase price would be
satisfied by the issuance of approximately 13.9 million Magna Class A
Subordinate Voting Shares, in the event shareholders of the subsidiaries
receive all stock, or approximately 7.1 million Magna Class A Subordinate
Voting Shares and Cdn. $625 million in cash, in the event shareholders of the
subsidiaries elect to receive the maximum amount of cash.

Each of the proposed transactions is proposed to be carried out by way of
a court-approved plan of arrangement under Ontario law and is subject to
applicable securities laws, including the Ontario rules that specifically
govern going-private transactions of this nature. In addition to court
approval, each transaction would require the approval of the shareholders of
each subsidiary, including by way of a majority of the votes cast by holders
other than Magna and its affiliates and other insiders.

Under the terms of the proposals and as required by Ontario law, the
respective boards of directors of Intier, Decoma and Tesma would each
establish an independent committee to consider the proposal from Magna. Each
independent committee would retain legal and financial advisors to assist it
and in particular would engage and supervise a financial advisor to prepare a
formal valuation of its Class A Subordinate Voting Shares. Proxy solicitation
materials would be prepared by each of Intier, Decoma and Tesma in connection
with the respective special meetings of shareholders to be called to consider
the plan of arrangement. The proxy materials for each meeting would disclose
the relevant formal valuation and would also contain whatever recommendation
the independent members of its board of directors deem appropriate following
the conclusion of their deliberations and taking into account the advice
received from their legal and financial advisors.

Magna currently owns an approximate (i) 86% equity interest in Intier as
well as approximately U.S. $218 million in convertible preferred shares and
has the right to cast approximately 99% of the votes attached to Intier's
outstanding shares, (ii) 74% equity interest in Decoma as well as
approximately Cdn. $200 million in convertible preferred shares and has the
right to cast approximately 97% of the votes attached to Decoma's outstanding
shares and (iii) 44% equity interest in Tesma and has the right to cast
approximately 89% of the votes attached to Tesma's outstanding shares.

For further information: please contact Vincent J. Galifi, Magna's
Executive Vice-President and Chief Financial Officer, at (905) 726-7100.


    -------------------------------------------------------------------------
    Magna will hold a conference call for interested analysts and
    shareholders to discuss the proposals this morning at 8:00 a.m. EDT.
    The conference call will be co-chaired by Mark T. Hogan, Magna's
    President and Vincent J. Galifi, Magna's Executive Vice-President and
    Chief Financial Officer.

    The number to use for this call is 1-888-706-4263. The number for
    overseas callers is 1-416-641-6702. Please call in 10 minutes prior to
    the call. Magna will also webcast the conference call at www.magna.com.
    A slide presentation accompanying the conference call will be on Magna's
    website prior to the call. Both the webcast and the slide presentation
    can be found in the Investor Relations section of Magna's website.
    For teleconferencing questions, please call 905-726-7103.
    -------------------------------------------------------------------------

Magna, the most diversified automotive supplier in the world, designs,
develops and manufactures automotive systems, assemblies, modules and
components, and engineers and assembles complete vehicles, primarily for sale
to original equipment manufacturers of cars and light trucks in North America,
Europe, Mexico, South America and Asia. Our products include: automotive
interior and closure components, systems and modules through Intier Automotive
Inc.; metal body systems, components, assemblies and modules through Cosma
International; exterior and interior mirror and engineered glass systems
through Magna Donnelly; fascias, front and rear end modules, plastic body
panels, exterior trim components and systems, greenhouse and sealing systems,
roof modules and lighting components through Decoma International Inc.;
various engine, transmission and fueling systems and components through
Tesma International Inc.; a variety of drivetrain components through Magna
Drivetrain; and complete vehicle engineering and assembly through Magna Steyr.

Magna has approximately 81,000 employees in 219 manufacturing operations
and 49 product development and engineering centres in 22 countries. For
further information on Magna, please visit www.magna.com.

This press release may contain statements that, to the extent that they
are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of applicable securities legislation.
Forward-looking statements may include financial and other projections, as
well as statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing. Any such
forward-looking statements are based on assumptions and analyses made by us in
light of our experience and our perception of historical trends, current
conditions and expected future developments, as well as other factors we
believe are appropriate in the circumstances. However, whether actual results
and developments will conform with our expectations and predictions is subject
to a number of risks, assumptions and uncertainties. These risks, assumptions
and uncertainties principally relate to the risks associated with the
automotive industry. In addition, for a more detailed discussion, reference is
made to the risks, assumptions, uncertainties and other factors set out in our
Annual Information Form filed with the Canadian Securities Commissions and our
annual report on Form 40-F filed with the United States Securities and
Exchange Commission, and subsequent filings. In evaluating forward-looking
statements, readers should specifically consider the various factors which
could cause actual events or results to differ materially from those indicated
by such forward-looking statements. Unless otherwise required by applicable
securities laws, we do not intend, nor do we undertake any obligation, to
update or revise any forward-looking statements to reflect subsequent
information, events, results or circumstances or otherwise.



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