Mail Stop 3561

	December 28, 2007

Via Fax & U.S. Mail

Mr. Blake S. Tohana
Chief Financial Officer
337 Magna Drive
Aurora, Ontario, Canada L4G 7K1

       Re:   Magna Entertainment Corp.
               Form 10-K for the year ended December 31, 2006
               Filed March 15, 2007
               File No. 000-30578

Dear Mr. Tohana:

       We have reviewed your response letter dated October 24,
2007
and your subsequent periodic filings and have the following
comments.
Unless otherwise indicated, we think you should revise your
document
in future filings in response to these comments. If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

       Please understand that the purpose of our review process is
to
assist you in your ompliance with the applicable disclosure
requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in
these respects. We
welcome any questions you may have about our comments or any other
aspect of our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.

       Please respond to confirm that such comments will be
complied
with, or, if
certain of the comments are deemed inappropriate, advise the staff
of
your reason. Your
response should be submitted in electronic form, under the label
"corresp" with a copy to
the staff. Please respond within ten (10) business days.


Mr. Blake S. Tohana
Magna Entertainment Corp.
December 28, 2007
Page 2

Reports on Form 8-K filed September 10, 2007 and September 17,
2007
Quarterly Report on Form 10-Q for the Quarter ended September 30,
2007
Note 7. Assets Held for Sale

We have reviewed your response to our prior comment number 3 and
the
disclosures that have been provided in Note 7 to your Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007.
However
we continue to have concern with respect to the treatment and
classification of certain assets to be disposed of as part of the
debt elimination plan approved by the Company`s board of directors
on
September 12, 2007. Although we note from your disclosures in
Notes
7(a) and (b) that certain real estate properties that will be
disposed of have been classified as assets held for sale at
September
30, 2007, we also note that various real estate properties and
other
interests that the Company plans to dispose of as part of its debt
elimination plan as discussed in Note 7(c), continue to be
classified
as assets to be held and used, because all of the criteria to
classify the assets as held for sale, or the operations as
discontinued operations, have not been met. With regards to these
assets, asset groups and other interests, please address the
following:

* Please tell us and explain in future filings why the assets that
you intend to sell as discussed in Note 7(c) have not been
classified
as assets held for sale in your Quarterly Report on Form 10-Q for
the
Quarter ended September 30, 2007. As part of your response and
your
revised disclosure, explain in detail your basis for your
conclusions
that these assets should not be classified as held for sale at
September 30, 2007, including the criteria for such classification
which have not been met at this date.

* Please explain why the change in strategy with respect to the
assets and properties that will be sold or disposed of as part of
the
debt elimination plan has not resulted in any required impairment
charges in your interim financial statements for the three and
nine
months ended September 30, 2007.

We may have further comment upon receipt of your response.



                                  ********






Mr. Blake S. Tohana
Magna Entertainment Corp.
December 28, 2007
Page 3

       You may contact Heather Clark at (202) 551-3624 if you have
questions
regarding comments on the financial statements and related
matters.
Please
contact me at (202)551-3813 with any other questions.



	Sincerely,




Linda Cvrkel
                                                		 Branch
Chief