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  Exhibit 4.1    
    



									
	
 Magna Entertainment Corp
 PO Box A3480, Chicago IL 60690-3480	
 	
CUSIP

Holder ID

Insurance Value

Number of Shares	
 	

559211305

C0000010162

$0.00

1
	

 	
 	
 Certificate Numbers

ZQ00002059
 Total Transaction	
 	

Num/No.

1	
 	
 Denom.

1	
 	
 Total

1

1






MECA

COMPUTERSHARE SHAREHOLDER SERVICES INC

SPECIMEN CERTIFICATE

250 ROYALL ST

CANTON MA 02021 


ZQ\00002059\MECA\C01\CUS\C0000010162\*COY\00630204\0073 





					
	 CLASS A SUBORDINATE

VOTING STOCK

PAR VALUE $0.01
	 	 MEC	 	 CLASS A SUBORDINATE

VOTING STOCK
 THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA, JERSEY CITY, NJ, GOLDEN, CO

AND TORONTO, ON.
	     Certificate

    Number


 ZQ00002059
	 	MAGNA ENTERTAINMENT CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	Shares                
 **1********************

**1********************

**1********************

**1********************

**1********************
	
	 	 	 	 
	

 THIS CERTIFIES THAT
	
 	
 COMPUTERSHARE SHAREHOLDER

SERVICES INC SPECIMEN

CERTIFICATE	
 	
 CUSIP    559211    30    5
 SEE REVERSE FOR CERTAIN DEFINITIONS
 ISIN    US    5592113055
	 is the owner of
	 	 	 	 
	
	 	 **ONE**
	 	 
	
	 	 SPECIMEN	 	 





FULLY-PAID AND NON-ASSESSABLE SHARES OF THE CLASS A SUBORDINATE VOTING STOCK OF 


Magna Entertainment Corp. (hereinafter called the "Company"), transferable on the books of the Company in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, as amended, of the
Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar. 








Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 





							
	

 	
 	

 	
 	
DATED	
 	
 15-JUL-2003
	[SIGNATURE]


 Executive Vice President and

Chief Financial Officer



[SIGNATURE]	 	 MAGNA ENTERTAINMENT CORP.


 SEAL
 1999

DELAWARE	 	 COUNTERSIGNED AND REGISTERED:
 COMPUTERSHARE INVESTOR SERVICES INC.

(TORONTO)

CO-TRANSFER AGENT AND REGISTRAR	 	COUNTERSIGNED AND REGISTERED:
 COMPUTERSHARE TRUST COMPANY, N.A.

(DENVER)

TRANSFER AGENT AND REGISTRAR
	

 	
 	

 	
 	

By
                                         
              	
 	

By
                                         
              
	Secretary	 	 	 	 AUTHORIZED SIGNATURE	 	AUTHORIZED SIGNATURE







SECURITY INSTRUCTIONS ON REVERSE  


















































MAGNA ENTERTAINMENT CORP.  


THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND
THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE
TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS
AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 


The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 





							
	   TEN COM
	 	-	 	as tenants in common	 	UNIF GIFT MIN ACT-.........................Custodian.............................

                                         
    (Cust)
                                         
       (Minor)
	   TEN ENT
	 	-	 	as tenants by the entireties	 	under Uniform Gifts to Minors Act ...............................
                                         
                        (State)
	   JT TEN
	 	-	 	as joint tenants with right of survivorship	 	UNIF TRF MIN ACT ...........................Custodian (until age....)............................
	
	 	 	 	and not as tenants in common	 	                                        
  (Cust)
                                         
               (Minor)
	
	 	 	 	 	 	under Uniform Transfers to Minors Act.............................
	
	 	 	 	 	 	                                        
                                (State)
	
	 	Additional abbreviations may also be used though not in the above list.






			
	 
	 	  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

	 For value received,
                                 hereby sell, assign and transfer unto
	 	















			
	





 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	










	
	 	 
	










	 







	 	

Shares
	 of the Class A Subordinate Voting Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	 
	







	 	

Attorney
	 to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
	 	 






									
	
	 	 	 	 	 	 	 	                         Signature(s) Guaranteed: Medallion Guarantee Stamp

	 Dated:
	 	





 	 	20	 	





 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan

Association and Credit Unions) WITH MEMBERSHIP IN AN
	 Signature:
	 	





 	 	APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

PURSUANT TO S.E.C. RULE 17Ad-15.
	 Signature:
	 	







	 	 
	
	 	Notice: The signature to this assignment must correspond with

             the name as written upon the face of the certificate,

             in every particular, without alteration or enlargement,

             or any change whatever.

	 	 





SPECIMEN  











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Exhibit 4.1