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<SEC-DOCUMENT>0000749098-08-000009.txt : 20081106
<SEC-HEADER>0000749098-08-000009.hdr.sgml : 20081106
<ACCEPTANCE-DATETIME>20081106121055
ACCESSION NUMBER:		0000749098-08-000009
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20081104
FILED AS OF DATE:		20081106
DATE AS OF CHANGE:		20081106

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:		081166022

	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>nov6_2008-6k.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 November 2008
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:  November 6, 2008

MAGNA INTERNATIONAL INC.
(Registrant)


By:  _____/s/ Bassem A. Shakeel_______
       Bassem A.Shakeel, Secretary
EXHIBITS

Exhibit 99
Material Change Report in which the Registrant referenced its press
release issued on November 4, 2008 including the declaration of its
quarterly dividend in the amount of US$0.18 per Class A Subordinate
Voting Share and Class B Share


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>nov6_2008-ex99materialchange.txt
<DESCRIPTION>MATERIAL CHANGE REPORT RE DIVIDEND
<TEXT>
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 November 4, 2008.

3.	Press Release

      On Tuesday, November 4, 2008 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,
Custom U.S. National, European Financial Markets and Russia All CIS Nations
networks. A copy of the press release is attached.

4.	Summary of Material Change

      On November 4, 2008, the Corporation announced its financial results
for the three months and nine months ended September 30, 2008, including an
operating loss of US$112 million, a net loss of US$215 million and a diluted
loss per share of US$1.93, representing the Corporation's first quarterly
loss since the three-month period ended January 31, 1991. The Corporation's
Board of Directors also declared a quarterly dividend in the amount of US$0.18
per Class A Subordinate Voting Share and Class B Share, payable on December 15,
2008 to shareholders of record on November 28, 2008. The dividend amount
represents a reduction of US$0.18 per share from the US$0.36 paid as a dividend
for each of the prior five quarters.

5.	Full Description of Material Change

      On November 4, 2008, the Corporation announced its unaudited interim
consolidated financial results for the three months and nine months ended
September 30, 2008. For the quarter ended September 30, 2008, the Corporation's
operating loss was US$112 million, net loss was US$215 million and diluted loss
per share was US$1.93, representing the Corporation's first quarterly loss
since the three-month period ended January 31, 1991 and representing decreases
of US$379 million, US$370 million and US$3.31, respectively, each compared to
the third quarter of 2007.

      The Corporation's Board of Directors also declared a quarterly dividend
in the amount of US$0.18 per Class A Subordinate Voting Share and Class B
Share, payable on December 15, 2008 to shareholders of record on November 28,
2008. The dividend amount represents a reduction of US$0.18 per share from the
US$0.36 paid as a dividend for each of the prior five quarters. The decision
to reduce the quarterly dividend reflects the impact of the auto industry down
turn on the Corporation's third quarter financial results, the Corporation's
review of all uses of cash with an eye to maintaining the Corporation's
financial position in light of the continuing industry challenges and the
uncertainty about the timing of an industry recovery in the Corporation's
traditional markets.

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 Bassem A. Shakeel, Senior
Legal Counsel and Secretary of the Corporation at (905) 726-7070.

	DATED at Aurora, Ontario the 6th day of November, 2008.


Schedule A

MAGNA INTERNATIONAL INC.
337 Magna Drive
Aurora, ON, Canada L4G 7K1
Tel:  905-726-2462
Fax:  905-726-7164

Magna announces third quarter and year to date results

    AURORA, ON, Nov. 4 /CNW/ - Magna International Inc. (TSX: MG.A; NYSE:
MGA) today reported financial results for the third quarter and nine months
ended September 30, 2008.

    -------------------------------------------------------------------------
                                   THREE MONTHS ENDED    NINE MONTHS ENDED
                                      SEPTEMBER 30,         SEPTEMBER 30,
                                  --------------------- ---------------------
                                       2008       2007       2008       2007
                                  ---------- ---------- ---------- ----------

    Sales                         $   5,533  $   6,077  $  18,868  $  19,231

    Operating (loss) income       $    (112) $     267  $     493  $     949

    Net (loss) income             $    (215) $     155  $     219  $     635

    Diluted (loss) earnings
     per share                    $   (1.93) $    1.38  $    1.92  $    5.69

    -------------------------------------------------------------------------

    All results are reported in millions of U.S. dollars, except per share
    figures, which are in U.S. dollars.

    -------------------------------------------------------------------------

    THREE MONTHS ENDED SEPTEMBER 30, 2008
    -------------------------------------

    We posted sales of $5.5 billion for the third quarter ended September 30,
2008, a decrease of 9% over the third quarter of 2007. This lower sales level
was a result of decreases in our North American production sales and complete
vehicle assembly sales, offset in part by increases in our European and Rest
of World production sales and our tooling, engineering and other sales.
    During the third quarter of 2008, our North American average dollar
content per vehicle remained essentially unchanged while our European average
dollar content per vehicle increased by 10%, each compared to the third
quarter of 2007. In addition, North American and European vehicle production
declined 18% and 8%, respectively, each compared to the third quarter of 2007.
    Complete vehicle assembly sales decreased 20% to $687 million for the
third quarter of 2008 compared to $859 million for the third quarter of 2007,
while complete vehicle assembly volumes declined 40% to 25,231 units compared
to the third quarter of 2007.
    During the third quarter of 2008, operating loss was $112 million, net
loss was $215 million and diluted loss per share was $1.93, decreases of
$379 million, $370 million and $3.31, respectively, each compared to the third
quarter of 2007.
    During the quarter ended September 30, 2008, we recorded a number of
unusual items, including impairment charges associated with long-lived assets
and future tax assets, restructuring charges, and a foreign currency gain. The
aggregate net charge for unusual items totalled $234 million. On a per share
basis, the aggregate net charge for unusual items totalled $2.10.
    During the third quarter ended September 30, 2008, we generated cash from
operations of $285 million before changes in non cash operating assets and
liabilities, and invested $35 million in non cash operating assets and
liabilities. Total investment activities for the third quarter of 2008 were
$236 million, including $150 million in fixed asset additions, $4 million in
acquisition costs, and $82 million increase in other assets.
    No shares were repurchased during the third quarter of 2008 pursuant to
the terms of our normal course issuer bid.

    NINE MONTHS ENDED SEPTEMBER 30, 2008
    ------------------------------------

    We posted sales of $18.9 billion for the nine months ended September 30,
2008, a decrease of 2% over the nine months ended September 30, 2007. This
lower sales level was a result of decreases in our North American production
sales and complete vehicle assembly sales, offset in part by increases in our
European and Rest of World production sales and our tooling, engineering and
other sales.
    During the nine months ended September 30, 2008, North American and
European average dollar content per vehicle increased 2% and 18%,
respectively, each over the comparable nine-month period in 2007. During the
nine months ended September 30, 2008, North American and European vehicle
production declined 14% and 3%, respectively, each over the comparable
nine-month period in 2007.
    Complete vehicle assembly sales decreased 7% to $2.827 billion for the
nine months ended September 30, 2008 compared to $3.027 billion for the nine
months ended September 30, 2007, while complete vehicle assembly volumes
declined 31% to 108,503 units compared to the first nine months of 2007.
    During the nine months ended September 30, 2008, operating income was
$493 million, net income was $219 million and diluted earnings per share was
$1.92, decreases of $456 million, $416 million and $3.77, respectively, each
compared to the third quarter of 2007.
    During the nine months ended September 30, 2008, we generated cash from
operations of $1.21 billion before changes in non cash operating assets and
liabilities, and invested $532 million in non cash operating assets and
liabilities. Total investment activities for the first nine months of 2008
were $770 million, including $465 million in fixed asset additions,
$109 million to purchase subsidiaries, and $196 million increase in
investments and other assets.
    During the nine months ended September 30, 2008, we purchased for
cancellation 3.5 million Class A Subordinate Voting Shares for cash
consideration of $245 million, pursuant to terms of our normal course issuer
bid program.
    A more detailed discussion of our consolidated financial results for the
third quarter and nine months ended September 30, 2008 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.
    Don Walker, Magna's co-CEO commented, "As a result of the extremely
challenging conditions of the automotive industry in North America, including
weakening automotive sales and vehicle production, it is necessary and prudent
that we undertake further restructuring actions. None the less, we continue to
invest in new technologies and programs with our customers for Magna's
long-term growth and profitability that will benefit our customers, employees
and shareholders in the years ahead."

    DIVIDENDS
    ---------

    Our Board of Directors yesterday declared a quarterly dividend with
respect to our outstanding Class A Subordinate Voting Shares and Class B
shares for the quarter ended September 30, 2008. The dividend of U.S.$0.18 per
share is payable on December 15, 2008 to shareholders of record on
November 28, 2008.
    Vincent J. Galifi, our Executive Vice President and Chief Financial
Officer said, "During the third quarter, the auto industry downturn worsened
in North America and spread to Western Europe. These factors took their toll
on our third quarter financial results, and conditions are not expected to
improve meaningfully in the short term. Across Magna, we are reviewing all
uses of cash with an eye to maintaining our strong financial position in light
of the turmoil currently facing many automotive participants. Our Board's
decision to adjust our dividend as a result of our reduction in profitability
and uncertainty about the timing of an industry recovery in our traditional
markets reflects this view."

    2008 OUTLOOK
    ------------

    We have significantly reduced our expectations for 2008 light vehicle
production volumes in North America. For the full year 2008, we now expect
light vehicle production volumes of approximately 12.8 million units in North
America and approximately 14.9 million units in Europe. Consequently, we
expect consolidated sales to be between $23.2 billion and $24.3 billion for
full year 2008. Full year 2008 average dollar content per vehicle is expected
to be between $835 and $860 in North America and between $475 and $495 in
Europe. We expect full year 2008 complete vehicle assembly sales to be between
$3.25 billion and $3.45 billion.
    In addition, we expect that full year 2008 spending for fixed assets will
be in the range of $700 million to $750 million.
    In our 2008 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.
    We are the most diversified global automotive supplier. We design,
develop and manufacture technologically advanced automotive systems,
assemblies, modules and components, and engineer and assemble complete
vehicles, primarily for sale to original equipment manufacturers ("OEMs") of
cars and light trucks. Our capabilities include the design, engineering,
testing and manufacture of automotive interior systems; seating systems;
closure systems; body and chassis systems; vision systems; electronic systems;
exterior systems; powertrain systems; roof systems; as well as complete
vehicle engineering and assembly.
    We have approximately 80,000 employees in 243 manufacturing operations
and 63 product development and engineering centres in 24 countries.

    -------------------------------------------------------------------------
    We will hold a conference call for interested analysts and shareholders
    to discuss our third quarter results on Tuesday, November 4, 2008 at
    8:30 a.m. EST. 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 1-800-894-8917. The number for overseas callers is
    1-212-231-2901. 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 Tuesday
    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, the impact of: shifting OEM market
shares; 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 program launches; legal
claims against us; risks of conducting business in foreign countries including
Russia; the risk that the growth prospects expected to be realized in Russia
and other markets may not be fully realized, may take longer to realize than
expected or may not be realized at all; 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 indirect 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
    -------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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