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): February 20, 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):

Item 5.02                                              Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 20, 2009, the Registrant announced that Mr. Jerry Campbell stepped down as a Director of the Registrant.

Item 3.01                                              Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of Mr. Campbell’s resignation, the Registrant is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d)(2)(A), due to the fact that MEC’s Audit Committee is no longer comprised of at least three independent directors.  The Registrant presently has two qualified independent directors on its Audit Committee.  The Registrant intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4)(B), under which the Registrant has until the earlier of its next annual shareholders’ meeting or February 20, 2010 to regain compliance with Nasdaq’s audit committee requirements.

Item 7.01                                              Regulation FD Disclosure

On February 20, 2009, the Registrant issued a press release regarding the departure of Jerry Campbell. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained under this item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01                                              Exhibits

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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