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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000749098-05-000006.txt : 20050207
<SEC-HEADER>0000749098-05-000006.hdr.sgml : 20050207
<ACCEPTANCE-DATETIME>20050207162228
ACCESSION NUMBER:		0000749098-05-000006
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050207
FILED AS OF DATE:		20050207
DATE AS OF CHANGE:		20050207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAGNA INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000749098
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11444
		FILM NUMBER:		05580754

	BUSINESS ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
		BUSINESS PHONE:		9057262462

	MAIL ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>feb4_20056k.txt
<DESCRIPTION>FORM 6-K DATED FEBRUARY 7, 2005
<TEXT>
                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 6-K

  Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
                  of the Securities Exchange Act of 1934

For the month of     February 2005
Commission File Number    0-13942

                         MAGNA INTERNATIONAL INC.
              (Exact name of Registrant as specified in its Charter)

               337 Magna Drive, Aurora, Ontario, Canada L4G 7K1
                  (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
                                        Form 20-F      Form 40 F..X..

Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to
security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):___

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the rules of
the home country exchange on which the registrant's securities are traded, as
long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security holders, and,
if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
                           Yes ....       No ...X...

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-____

                                          SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      MAGNA INTERNATIONAL INC.
                                      (Registrant)

                                      By:   /s/J. Brian Colburn
Date:  February 7, 2005.                  J. Brian Colburn
                                      Executive Vice-President, Special
                                      Projects and Secretary

                                    EXHIBITS


EXHIBIT 99.1
Joint press release issued February 4, 2005 in which the Registrant and Tesma
International Inc. announced that the Registrant's privatization of Tesma by way
of a Plan of Arrangement would become effective at 12:01 a.m. on February 6,
2005 and pursuant to which the Registrant would acquire all of the outstanding
Class A Subordinate Voting Shares of Tesma not owned by the Registrant.

Exhibit 99.2
Material Change Report on Form 51-102F3 dated November 7, 2005 regarding the
press releases issued on February 1, 2005 and February 4, 2005 in which the
Registrant and Tesma announced that the Registrant's privatization of Tesma by
way of Plan of Arrangement under Ontario, Canada law had received shareholder
approval on February 1, 2005, had received final Court approval on February 3,
2005 and would become effective at 12:01 a.m. on February 6, 2005.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>press.txt
<DESCRIPTION>PRESS RELEASE DATED FEBRUARY 4, 2005
<TEXT>
                                                   Exhibit 99.1
MAGNA LOGO                                Magna International Inc.
                                          337 Magna Drive
                                          Aurora, Ontario L4G 7K1
                                          Tel   (905) 726-2462
                                          Fax   (905) 726-7164

TESMA LOGO                                Tesma International Inc.
                                          1000 Tesma Way
                                          Concord, Ontario L4K 5R8
                                          Tel:  (905) 417-2100
                                          Tax:  (905) 417-2101


                                JOINT PRESS RELEASE
                             TESMA PRIVATIZATION COMPLETED

February 4, 2005, Aurora, Ontario, Canada - Magna International Inc.
(TSX: MG.SV.A, MG.MV.B, NYSE: MGA) ("Magna") and Tesma International Inc.
(TSX: TSM.SV.A; NASDAQ: TSMA) ("Tesma")today jointly announced that Magna's
privatization of Tesma by way of a plan of arrangement under Ontario law,
which received shareholder approval on February 1, 2005 and final court
approval on February 3, 2005, will become effective at 12:01 a.m. on February
6, 2005. As a result, Tesma will become a wholly-owned subsidiary of Magna. In
consideration for Magna's acquisition of all of the issued and outstanding
Class A Subordinate Voting shares of Tesma not already owned by it, Magna will
issue 6,687,709 Class A Subordinate Voting shares in exchange for Tesma Class
A Subordinate Voting shares and pay approximately Cdn.$127,695,000 to Tesma
shareholders who made cash elections and for fractional shares. For purposes
of the cash elections, the volume-weighted average trading price of Magna's
Class A Subordinate Voting shares on the Toronto Stock Exchange ("TSX") over
the five trading days ended February 4, 2005 was Cdn.$94.4709 per share,
resulting in a payment of Cdn.$41.5672 per share for Tesma shareholders who
made cash elections. Otherwise, Tesma shareholders will receive 0.44 of a
Magna Class A Subordinate Voting Share for each Tesma Class A Subordinate
Voting share under the arrangement.

Tesma, a global supplier of highly-engineered engine, transmission and
fuel system components, modules and systems for the automotive industry,
employs over 5,800 skilled and motivated people in 28 manufacturing facilities
in North and South America, Europe and Asia, and five focused tooling, design
and R&D centres supporting its three principal product technology groups:
Tesma Engine Technologies; Tesma Transmission Technologies; and Tesma Fuel
Technologies.

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. Magna's 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 regarding this press release, please contact at Magna:
Vincent J. Galifi, Executive Vice-President and Chief Financial Officer,
(905) 726-7100;and at Tesma: Anthony E. Dobranowski, Vice Chairman and Chief
Financial Officer at (905) 417-2155.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>oscform.txt
<DESCRIPTION>FORM 51-102F3 DATED FEBRUARY 7, 2005
<TEXT>
                                                                 Exhibit 99.2
                                            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 at 12:01 a.m. on February 6, 2005.


3. Press Release

On Friday, February 4, 2005 at approximately 7:15 p.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.  A copy of the press release is attached.


4. Summary of Material Change

On February 4, 2005, the Corporation and Tesma International Inc. ("Tesma")
jointly announced that Magna's privatization of Tesma by way of a plan of
arrangement under Ontario law, which received shareholder approval on February
1, 2005 and final court approval on February 3, 2005, would become effective at
12:01 a.m. on February 6, 2005.  As a result, Tesma has become a wholly-owned
subsidiary of Magna. In consideration for Magna's acquisition of all of the
issued and outstanding Class A Subordinate Voting shares of Tesma not already
owned by it, Magna will issue 6,687,709 Class A Subordinate Voting shares in
exchange for Tesma Class A Subordinate Voting shares and pay approximately
Cdn.$127,695,000 to Tesma shareholders who made cash elections and for
fractional shares.


5. Full Description of Material Change

On October 25, 2004, the Corporation issued a press release announcing that it
had made separate proposals on October 22, 2004 to the respective boards of
directors of its three public subsidiaries, Intier Automotive Inc., Decoma
International Inc. and Tesma, 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.  A Material Change Report in respect of the
announcement was filed on October 29, 2004.

On February 1, 2005, Tesma's shareholders approved the Tesma plan of arrangement
by over 71% of the votes cast by holders of Tesma Class A Subordinate Voting
Shares, voting separately as a class.  The arrangement was also approved by over
60% of the votes cast by the "minority" holders of Tesma Class A Subordinate
Voting Shares.  Votes cast by Magna, and parties related to Magna, were excluded
for the purposes of the "majority of the minority" approval requirement.  A
press release describing this development was issued jointly by Magna and Tesma
on February 1, 2005.

On February 3, 2005, the Ontario Superior Court of Justice gave final approval
to the arrangement and, following receipt of the court's approval,  articles of
arrangement, which give effect to the Tesma arrangement, were filed on February
4, 2005  by Magna and Tesma with the applicable governmental authorities.

Magna's privatization of Tesma became effective at 12:01 a.m. on February 6,
2005.  As a result, Tesma became a wholly-owned subsidiary of Magna. In
consideration for Magna's acquisition of all of the issued and outstanding Class
A Subordinate Voting shares of Tesma not already owned by it, Magna issued
6,687,709 Class A Subordinate Voting shares in exchange for Tesma Class A
Subordinate Voting shares and pay approximately Cdn.$127,695,000 to Tesma
shareholders who made cash elections and for fractional shares. For purposes of
the cash elections, the volume-weighted average trading price of Magna's Class A
Subordinate Voting shares on the TSX over the five trading days ended February
4, 2005 was Cdn.$94.4709 per share, resulting in a payment of Cdn.$41.5672 per
share for Tesma shareholders who made cash elections. Otherwise, Tesma
shareholders will receive 0.44 of a Magna Class A Subordinate Voting Share for
each Tesma Class A Subordinate Voting share under the arrangement.  The
Corporation issued a press release on February 4, 2005 confirming this material
change.

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 7th day of February, 2005.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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