SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STRONACH FRANK (Last) (First) (Middle) BADENER STRASSE 12 (Street) OBERWALTERSDORF C4 2522 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAGNA ENTERTAINMENT CORP [ MECA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 07/12/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Subordinate Voting Stock(1)	07/12/2004		S		3,682,515(2)	D(3)	(2)	8,710,481	I	See(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* STRONACH FRANK (Last) (First) (Middle) BADENER STRASSE 12 (Street) OBERWALTERSDORF C4 2522 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman

1. Name and Address of Reporting Person* FAIR ENTERPRISE LTD (Last) (First) (Middle) 1 SEATON PLACE ST HELIER (Street) JERSEY CHANNEL ISLE JE48YJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this statement shall not be deemed an admission that the reporting person or the joint filer is, for purposes of the Securities Exchange Act of 1934,as amended,or otherwise the beneficial owner of any equity securities covered by this statement.Without limitation of the foregoing,the reporting person and the joint filer disclaim beneficial ownership of such securities for purposes other than US securities law purposes.The reporting person and the joint filer disclaim beneficial ownership of the securities covered by this statement in excess of their pecuniary interests therein.

2. Reflects the disposition of 3,682,515 shares of Class A Subordinate Voting Stock of the issuer by Fair Enterprise Limited ("Fair Enterprise"),a corporation in which the reporting person has an indirect beneficial interest,to MI Developments,Inc.("MID") in exchange for the issuance to Fair Enterprise of 707,725 Class A Subordinate Voting Shares of MID (the "MID Shares") and the payment of U.S.$3,292,168. 41 in cash.Based on the closing price on July 12,2004 the MID Shares had a market value of $18,648,553.75.

3. The Stronach Trust, of which the reporting person is a trustee and of which the reporting person and certain members of his immediate family are beneficiaries,owns 100% of the voting stock of 445327 Ontario Limited ("445327"),which holds a controlling interest in MID. The reporting person may be deemed to have both disposed of and acquired a portion of the securities that are the subject of this statement.

4. By MID, 865714 Ontario Inc. and certain profit sharing plans associated with Magna International Inc.

	/s/ Frank Stronach	07/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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