Form 4 FAIR ENTERPRISE LTD For: Nov 25 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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)

IN CARE OF MAGNA INTERNATIONAL EUROPE, MAGNA-STRASSE 1, A-2522

(Street)

OBERWALTERSDORF

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)
11/25/2008

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	11/25/2008		S		628,570 ⁽¹⁾	D	$ 1.41	0 ⁽¹⁾	I	See Footnote ⁽²⁾

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1. Name and Address of Reporting Person^*

STRONACH FRANK

(Last)

(First)

(Middle)

IN CARE OF MAGNA INTERNATIONAL EUROPE, MAGNA-STRASSE 1, A-2522

(Street)

OBERWALTERSDORF

2522

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FAIR ENTERPRISE LTD

(Last)

(First)

(Middle)

1 SEATON PLACE ST. HELIER

(Street)

JERSEY CHANNEL ISLANDS

JE4 8YJ

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the disposition of 628,570 shares of Class A Subordinate Voting Stock of the issuer by Fair Enterprise Limited, a corporation in which the reporting person has an indirect beneficial interest, pursuant to a Share Purchase Agreement between Fair Enterprise Limited and 2191273 Ontario Inc. dated 11/25/2008.

2. 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.

	/s/ Frank Stronach	11/26/2008
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-99.1

rrd201328_226944.html

Joint Filer Information

Name:  Fair Enterprise Limited

Address:1 Seaton Place St. Helier
Jersey Channel Islands
JE4 8YJ

Designated Filer:  Frank Stronach

Issuer & Ticker Symbol:  Magna Entertainment Corp. (MECA)

Date of Event Requiring Statement:  November 25, 2008

Designated Signatory:  Frank Stronach

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