UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

Magna International Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class A Subordinate Voting Shares
(Title of Class of Securities)

559222401
(CUSIP Number of Class of Securities)


Jeffrey O. Palmer
Executive Vice President
Magna International Inc.
337 Magna Drive
Aurora, ON L4G 7K1
(905) 726-2462

WITH A COPY TO:
Scott M. Freeman
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-5300

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)

CALCULATION OF FILING FEE
Transaction Valuation*
Not Applicable
Amount Of Filing Fee
Not Applicable


[ ]	Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

	Amount Previously Paid: N/A

	Form or Registration No.: N/A

	Filing Party: N/A

	Date Filed: N/A

[X]	Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

[ ]	third-party tender offer subject to Rule 14d-1.
[X]	issuer tender offer subject to Rule 13e-4.
[ ]	going-private transaction subject to Rule 13e-3.
[ ]	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer:  [ ]


This Tender Offer Statement on Schedule TO relates to the pre-commencement
communications of a possible offer by Magna International Inc., an Ontario,
Canada corporation ("Magna"), to purchase up to 20 million Class A
Subordinate Voting Shares of Magna, as set forth in the press release
attached as Exhibit (a)(5)(A).  This Schedule TO is intended to satisfy
the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange
Act of 1934, as amended.

Magna has not commenced the offer that is referred to in this communication.
If Magna commences such an offer, Magna will file with the Securities and
Exchange Commission a Schedule TO and related exhibits, including the Offer
to Purchase, the Letter of Transmittal and other related documents.  If
Magna commences such an offer, shareholders are strongly encouraged to
carefully read the Schedule TO and related exhibits, including the Offer
to Purchase, the Letter of Transmittal and other related documents, when
these become available because they will contain important information
about the offer.  The Schedule TO and related exhibits, along with all
other documents that Magna is required to file with the Securities and
Exchange Commission, will be available without charge at the Securities
and Exchange Commission web site at www.sec.gov and by calling the Company
at (905) 726-2462.  In addition, such documents will be delivered without
charge to all shareholders of Magna.

Item 12.	Exhibits.
(a)(5)(A)	Press Release dated August 11, 2007 issued by Magna International Inc.

Pursuant to General Instruction D to Schedule TO, no signature is required for
the filing of pre-commencement communciations.

Filing Date:  August 13, 2007

EXHIBIT INDEX

Exhibit
Number		Description
(a)(5)(A)	Press Release dated August 11, 2007 issued by Magna International Inc.