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<SEC-DOCUMENT>0000749098-07-000019.txt : 20070814
<SEC-HEADER>0000749098-07-000019.hdr.sgml : 20070814
<ACCEPTANCE-DATETIME>20070814151539
ACCESSION NUMBER:		0000749098-07-000019
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070814
FILED AS OF DATE:		20070814
DATE AS OF CHANGE:		20070814

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:		071054453

	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>aug14_2007-form6k.txt
<DESCRIPTION>FORM 6-K
<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   August 2007
Commission File Number    001-11444

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

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

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.

Date:   August 14, 2007

MAGNA INTERNATIONAL INC.
(Registrant)


By:_____/s/Bassem A. Shakeel______________
     Bassem A. Shakeel, Assistant Secretary


EXHIBITS

Exhibit 99
Material Change Report of the Registrant dated August 14, 2007 with respect
to a press release issued on August 9, 2007, copy of which is attached to this
report.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>aug14_2007ex99material.txt
<DESCRIPTION>MATERIAL CHANGE REPORT
<TEXT>
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 August 8, 2007.


3. Press Release

On August 9, 2007, at approximately 5:00 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 Canadian Disclosure, United States US/1 Investor
Research Wire and European Financial Markets networks. A copy of the press
release is attached.


4. Summary of Material Change

On August 9, 2007, the Corporation issued a press release announcing its
financial results for the three and six months ended June 30, 2007. In such
press release, the Corporation announced that, based on its financial results
for the six months ended June 30, 2007, its Board of Directors had declared a
dividend in respect of the second quarter in the amount of US$0.36 per Class A
Subordinate Voting Share and Class B Share, payable on September 14, 2007 to
shareholders of record on August 31, 2007. The dividend amount represents an
increase of US$0.12 per share from the US$0.24 amount paid as a dividend in
respect of the first quarter. In making this determination, the Corporation's
Board reconsidered and determined to rescind the dividend formula (the
"Dividend Formula") described in the Corporation's press release dated April 2,
2007, which would have maintained a constant dividend amount in each of the
first three quarters of each financial year based on the prior financial year's
results, and provided for an adjustment in the fourth quarter to meet the 20%
payout contemplated by the Dividend Formula.  The Corporation also reconfirmed
its intention to comply with the Dividend Policy contained in its Corporate
Constitution.


5.	Full Description of Material Change

On August 9, 2007, the Corporation issued a press release announcing its
financial results for the three and six months ended June 30, 2007. In such
press release, the Corporation announced that, based on its financial results
for the six months ended June 30, 2007, its Board of Directors had declared a
dividend in respect of the second quarter in the amount of US$0.36 per Class A
Subordinate Voting Share and Class B Share, payable on September 14, 2007 to
shareholders of record on August 31, 2007. The dividend amount represents an
increase of US$0.12 per share from the US$0.24 amount paid as a dividend in
respect of the first quarter.


In making this determination, the Corporation's Board reconsidered and deter-
mined to rescind the Dividend Formula described in the Corporation's press
release dated April 2,2007, which would have maintained a constant dividend
amount in each of the first three quarters of each financial year based on
the prior financial year's results, and provided for an adjustment in the
fourth quarter to meet the 20% payout contemplated by the Dividend Formula.
The Dividend Formula was first applied in respect of the first quarter of 2007.

The Corporation's Board reconfirmed its intention to comply with the Dividend
Policy contained in the Corporation's Corporate Constitution and reserved the
right to further modify the dividend at any time and for any reason, subject
to the requirements of the Corporation's Corporate Constitution, particularly
in response to financial, operating or other relevant circumstances.  The
Dividend Policy in the Corporation's Corporate Constitution entitles the
Corporation's Class A Subordinate Voting and Class B shareholders to dividends
equal to, in aggregate in respect of a financial year: (a) at least 10% of the
Corporation's After-Tax Profits (as defined in the Corporate Constitution) for
that financial year; and (b) on average, at least 20% of the Corporation's
After-Tax Profits for that year and the two immediately preceding years. The
Corporation has complied with this requirement since 1992 and confirmed that
it intends to continue to fully comply with this requirement.


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 and Secretary of the Corporation at 905-726-7022.


DATED at Aurora, Ontario the 14th day of August, 2007.


PRESS RELEASE

MAGNA INTERNATIONAL INC.
337 Magna Drive
Aurora, ON, Canada L4G 7K1
Tel:  (905) 726-2462
Fax:  (905) 726-7173

MAGNA ANNOUNCES SECOND QUARTER AND YEAR TO DATE RESULTS

August 9, 2007 - Magna International Inc. (TSX: MG.A, MG.B;
NYSE: MGA) today reported financial results for the second quarter and
six months ended June 30, 2007.

    <<
    -------------------------------------------------------------------------
                                   THREE MONTHS ENDED     SIX MONTHS ENDED
                                         JUNE 30,               JUNE 30,
                                  --------------------  ---------------------
                                       2007       2006       2007       2006
                                       ----       ----       ----       ----
    Sales                         $   6,731  $   6,369  $  13,154  $  12,388
    Operating income              $     377  $     286  $     682  $     595
    Net income                    $     262  $     193  $     480  $     405
    Diluted earnings per share    $    2.35  $    1.75  $    4.32  $    3.66
    -------------------------------------------------------------------------
            All results are reported in millions of U.S. dollars,
                          except per share figures.
    -------------------------------------------------------------------------
    >>

    THREE MONTHS ENDED JUNE 30, 2007
    --------------------------------
    We posted sales of $6.7 billion for the second quarter ended June 30,
2007, an increase of 6% over the second quarter of 2006. This higher sales
level was achieved as a result of increases in our North American, European
and Rest of World production sales offset in part by reductions in our
complete vehicle assembly sales and our tooling, engineering and other sales.
    During the second quarter of 2007, our North American and European
average dollar content per vehicle increased 7% and 19% respectively, over the
second quarter of 2006. During the second quarter of 2007, North American
vehicle production declined 2% while European vehicle production increased 1%,
each compared to the second quarter of 2006.
    Complete vehicle assembly sales decreased 1% to $1.064 billion for the
second quarter of 2007 compared to $1.075 billion for the second quarter of
2006, while complete vehicle assembly volumes declined 12% compared to the
second quarter of 2006.
    Our operating income was $377 million for the second quarter ended
June 30, 2007 compared to $286 million for the second quarter ended June 30,
2006, and we earned net income for the second quarter of 2007 of $262 million
compared to $193 million for the second quarter of 2006.
    Diluted earnings per share were $2.35 for the second quarter ended
June 30, 2007 compared to $1.75 for the second quarter ended June 30, 2006.
    During the second quarter ended June 30, 2007, we generated cash from
operations before changes in non-cash operating assets and liabilities of
$522 million, and invested $240 million in non-cash operating assets and
liabilities. Total investment activities for the second quarter of 2007 were
$147 million, including $137 million in fixed asset additions and a
$10 million increase in investments and other assets.

    SIX MONTHS ENDED JUNE 30, 2007
    ------------------------------
    We posted sales of $13.2 billion for the six months ended June 30, 2007,
an increase of 6% over the six months ended June 30, 2006. This higher sales
level was achieved as a result of increases in our North American, European
and Rest of World production sales and complete vehicle assembly sales, offset
in part by reductions in tooling, engineering and other sales.
    During the six months ended June 30, 2007, North American and European
average dollar content per vehicle increased 8% and 17%, respectively, each
over the comparable six-month period in 2006. During the six months ended
June 30, 2007, North American vehicle production declined 5% while European
vehicle production increased 3%, each in comparison to the six months ended
June 30, 2006.
    Complete vehicle assembly sales increased 3% to $2.168 billion for the
six months ended June 30, 2007 compared to $2.115 billion for the six months
ended June 30, 2006, while complete vehicle assembly volumes declined 8%
compared to the first six months of 2006.
    Our operating income was $682 million for the six months ended June 30,
2007 compared to $595 million for the six months ended June 30, 2006, and we
earned net income of $480 million for the first six months of 2007 compared to
$405 million for the first six months of 2006.
    Diluted earnings per share were $4.32 for the six months ended June 30,
2007 compared to $3.66 for the six months ended June 30, 2006.
    During the six months ended June 30, 2007, we generated cash from
operations before changes in non-cash operating assets and liabilities of
$958 million, and invested $411 million in non-cash operating assets and
liabilities. Total investment activities for the first six months of 2007 were
$338 million, including $262 million in fixed asset additions, $46 million to
purchase subsidiaries, and a $30 million increase in investments and other
assets.
    A more detailed discussion of our consolidated financial results for the
second quarter and six months ended  June 30, 2007 is contained in the
Management's Discussion and Analysis of Results of Operations and Financial
Position and the unaudited interim consolidated financial statements and notes
thereto, which are attached to this Press Release.

    2007 OUTLOOK
    ------------
    For the full year 2007, we expect consolidated sales to be between
$24.3 billion and $25.6 billion, based on full year 2007 light vehicle
production volumes of approximately 15.2 million units in North America and
approximately 15.7 million units in Europe. Full year 2007 average dollar
content per vehicle is expected to be between $820 and $850 in North America
and between $400 and $425 in Europe. We expect full year 2007 complete vehicle
assembly sales to be between $3.7 billion and $4.0 billion.
    In addition, we expect that full year 2007 spending for fixed assets will
be in the range of $800 million to $850 million.
    In our 2007 outlook we have assumed no significant acquisitions or
divestitures, and no significant labour disruptions in our principal markets.
In addition, we have assumed that foreign exchange rates for the most common
currencies in which we conduct business relative to our U.S. dollar reporting
currency will approximate current rates.

    OTHER MATTERS
    -------------
    Our Dividend Policy in our Corporate Constitution entitles Magna Class A
Subordinate Voting and Class B shareholders to dividends equal to, in
aggregate in respect of a financial year: (a) at least 10% of Magna's After
Tax Profits (as defined in the Corporate Constitution) for that financial
year; and (b) on average, at least 20% of Magna's After Tax Profits for that
year and the two immediately preceding years. Magna has complied with this
requirement since 1992 and intends to continue to fully comply with this
requirement.
    Based on our financial results for the six months ended June 30, 2007,
our Board of Directors yesterday declared a quarterly dividend of U.S.
$0.36 per share with respect to our outstanding Class A Subordinate Voting
Shares and Class B Shares for the quarter ended June 30, 2007. The dividend is
payable on September 14, 2007 to shareholders of record on August 31, 2007.
    In making this determination, the Board reconsidered and determined to
rescind the dividend formula described in our press release dated April 2,
2007, which would have maintained a constant dividend amount in each of the
first three quarters based on the prior year's results, and provided for an
adjustment in the fourth quarter to meet the 20% payout contemplated by that
formula. The Board reserves the right to further modify the dividend at any
time and for any reason, subject to the requirements of the Corporate
Constitution, particularly in response to financial, operating or other
relevant circumstances.
    We are the most diversified automotive supplier in the world. We design,
develop and manufacture automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily for sale to
original equipment manufacturers of cars and light trucks in North America,
Europe, Asia, South America and Africa. Our capabilities include the design,
engineering, testing and manufacture of automotive interior systems; seating
systems; closure systems; metal body and structural systems; vision systems;
electronic systems; exterior systems; powertrain systems; roof systems; as
well as complete vehicle engineering and assembly.
    We have approximately 83,000 employees in 236 manufacturing operations
and 63 product development and engineering centres in 23 countries.

    -------------------------------------------------------------------------
    We will hold a conference call for interested analysts and shareholders
    to discuss our second quarter results on Thursday, August 9, 2007 at
    8:00 a.m. EDT. The conference call will be chaired by Vincent J. Galifi,
    Executive Vice-President and Chief Financial Officer. The number to use
    for this call is 1-800-379-4140. The number for overseas callers is
    1-416-620-5690. Please call in 10 minutes prior to the call. We will also
    webcast the conference call at www.magna.com. The slide presentation
    accompanying the conference call will be available on our website
    Thursday morning prior to the call.

    For further information, please contact Louis Tonelli, Vice-President,
    Investor Relations at (905) 726-7035

    For teleconferencing questions, please contact Karin Kaminski at
    905-726-7103.
    -------------------------------------------------------------------------

    FORWARD-LOOKING STATEMENTS
    --------------------------
    The previous discussion 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. We use words
such as "may", "would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and similar
expressions to identify forward-looking statements. 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 include, without limitation, those related to the strategic
alliance with Russian Machines, including: the risk that the benefits, growth
prospects and strategic objectives expected to be realized from the investment
by, and strategic alliance with, Russian Machines may not be fully realized,
realized at all or may take longer to realize than expected; we will be
governed by a board of directors on which the Stronach Trust and Russian
Machines each, indirectly, have the right to designate an equal number of
nominees, in addition to the current co-chief executive officers, with the
result that we may be considered to be effectively controlled, indirectly, by
the Stronach Trust and Russian Machines for so long as the governance
arrangements remain in place between them; our Russian strategy involves
making investments and carrying on business and operations in Russia, which
will expose us to the political, economic and regulatory risks and
uncertainties of that country; the possibility that Russian Machines may
exercise its right to withdraw its investment in Newco and Newco II and exit
from the governance arrangements in connection with the Arrangement at any
time after two years; the possibility that the Stronach Trust may exercise its
right to require Russian Machines to withdraw its investment in Newco and
Newco II and exit from such arrangements at any time after three years; the
possibility that Russian Machines' lender may require Russian Machines to
withdraw its investment in Newco and Newco II and exit from such arrangements
at any time if such lender is entitled to realize on its loan to Russian
Machines; the conditions precedent to completion of the Arrangement may not be
satisfied or, if satisfied, the timing of such satisfaction may be delayed;
and the occurrence of any event, change or other circumstances that could give
rise to the termination of the Transaction Agreement, the delay of the
completion of the Arrangement or failure to complete the Arrangement for any
other reason. In addition to the risks, assumptions and uncertainties related
to the proposed strategic alliance, there are additional risks and
uncertainties relating generally to Magna and its business and affairs,
including the impact of: declining production volumes and changes in consumer
demand for vehicles; a reduction in the production volumes of certain
vehicles, such as certain light trucks; the termination or non-renewal by our
customers of any material contracts; our ability to offset increases in the
cost of commodities, such as steel and resins, as well as energy prices;
fluctuations in relative currency values; our ability to offset price
concessions demanded by our customers; our dependence on outsourcing by our
customers; our ability to compete with suppliers with operations in low cost
countries; changes in our mix of earnings between jurisdictions with lower tax
rates and those with higher tax rates, as well as our ability to fully benefit
tax losses; other potential tax exposures; the financial distress of some of
our suppliers and customers; the inability of our customers to meet their
financial obligations to us; our ability to fully recover pre-production
expenses; warranty and recall costs; product liability claims in excess of our
insurance coverage; expenses related to the restructuring and rationalization
of some of our operations; impairment charges; our ability to successfully
identify, complete and integrate acquisitions; risks associated with new
program launches; legal claims against us; risks of conducting business in
foreign countries; unionization activities at our facilities; work stoppages
and labour relations disputes; changes in laws and governmental regulations;
costs associated with compliance with environmental laws and regulations;
potential conflicts of interest involving our controlling shareholder, the
Stronach Trust; and other factors set out in our Annual Information Form filed
with securities commissions in Canada 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.

    -------------------------------------------------------------------------
    For further information about Magna, please see our website at
    www.magna.com. Copies of financial data and other publicly filed
    documents are available through the internet on the Canadian Securities
    Administrators' System for Electronic Document Analysis and Retrieval
    (SEDAR) which can be accessed at www.sedar.com and on the United States
    Securities and Exchange Commission's Electronic Data Gathering, Analysis
    and Retrieval System (EDGAR) which can be accessed at www.sec.gov.
    -------------------------------------------------------------------------

For further information: Louis Tonelli, Vice-President, Investor
Relations at (905) 726-7035; For teleconferencing questions, please contact
Karin Kaminski at (905) 726-7103.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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