SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 3, 2009

MAGNA ENTERTAINMENT CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(905) 726-2462

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

On March 3, 2009, the Registrant announced that it was provided with a letter from The Toronto Stock Exchange (“TSX”) dated March 2, 2009 indicating that the Listings Committee of the TSX determined to delist the Company’s Class A Subordinate Voting Shares effective at the close of market on April 1, 2009. The delisting was imposed for failure by the Registrant to meet the continued listing requirements of the TSX, as detailed in Part VII of The TSX Company Manual.

Item 9.01  Financial Statements and Exhibits

(c)                           Exhibits

Exhibit 99.1                                     Press Release dated March 3, 2009.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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