Form 4/A CAMPBELL ANTHONY R For: Dec 16 (10K)

FORM 4/A

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^*

CAMPBELL ANTHONY R

(Last)

(First)

(Middle)

(Street)

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/24/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Subordinate Voting Stock	12/16/2008		D		16,000	D	$ 1.2764	152,958	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock	12/17/2008		D		400	D	$ 1.1725	152,558	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock	12/18/2008		D		2,400	D	$ 1.0042	150,158	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock	12/18/2008		D		34,600	D	$ 0.9166	115,558	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock	12/19/2008		D		23,400	D	$ 0.7711	92,158	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock	12/22/2008		D		36,500	D	$ 0.7099	55,658	I	See Note ⁽¹⁾
Class A Subodinate Voting Stock	12/23/2008		D		16,958	D	$ 0.6966	38,700	I	See Note ⁽¹⁾
Class A Subordinate Voting Stock								2,678	D
Class A Subordinate Voting Stock								367	I	By IRA

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

Stock Option

$ 2.78

09/17/2007

09/16/2017

Class A Subordinate Voting Stock

500

Explanation of Responses:

1. These shares of Class A Subordinate Voting Stock are owned by Shoshone Partners, L.P., Mulsanne Partners LP and Knott Partners Offshore Master Fund LP and Knott Partners, L.P. as well as a limited number of foreign and domestic individuals and entities (the "Managed Accounts"). The reporting person is a senior analyst of Dorset Management Corporation and a member of Knott Partners Management LLC. Dorset provides investment management services to the Managed Accounts and Knott Partners Management LLC is the sole general partner of Shoshone, Mulsanne and Knott Partners Offshore as well as the managing general partner of Knott Partners, L.P. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

	/s/ANTHONY CAMPBELL	01/09/2009
	** 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.

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