<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.

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