EXHIBIT 14

MAGNA ENTERTAINMENT CORP.  Code of Business Conduct

GENERAL

This Code of Business Conduct (this "Code") is a statement of guiding principles for the conduct of all of our employees with respect to our business. This Code
applies to employees of Magna Entertainment Corp. and its consolidated subsidiaries, collectively referred to in this Code as "our company" or "MEC".

All
of our employees are required to use sound judgment and to act ethically in the performance of their employment responsibilities. Specifically, each of our employees is expected to
be familiar with the principles outlined in this Code and to adhere to such principles and to all applicable laws governing our company and its business.

All
employees are expected to report appropriately any indications of illegal or improper conduct of any person or entity involving our company or its business.

This
Code is only intended to be a statement of guiding principles. It is not a contract and is not intended as a detailed guide for all situations you may face.

WAIVERS OF THIS CODE

This Code applies to our officers and our employees equally. Our directors are also required to abide by the principles of this Code, within the scope of their
duties as directors of our company, as if they were employees of our company. Any waiver of this Code for any officer or director of our company must be approved in advance by the Corporate
Governance, Human Resources and Compensation Committee of our Board of Directors. Any such waivers will be publicly disclosed by appropriate means and as required by applicable law.

QUESTIONS, REPORTING YOUR CONCERNS AND ENFORCEMENT

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WE HAVE A DUTY TO ACT IN THE BEST INTERESTS OF OUR STOCKHOLDERS

Our employees share a duty to protect our assets and manage our business in the best interests of our stockholders.

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WE ARE COMMITTED TO OUR CUSTOMERS

We are committed to excellence in service and performance and building strong customer relationships.

WE RESPECT OUR EMPLOYEES AND OUR EMPLOYEES ARE EXPECTED TO RESPECT EACH OTHER

Each MEC employee has a duty to promote a positive working environment for all of our employees, our horsemen and their employees who work at our racetracks.

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WE COMPLY WITH ALL APPLICABLE LAWS

We expect our employees to comply with all applicable laws and regulations affecting our company and its business, whether or not referred to explicitly in this
Code. The following is a non-exhaustive summary of certain laws and regulations applicable to our company and its business.



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OUR EMPLOYEES ARE EXPECTED TO ACT IN THE BEST INTERESTS OF OUR COMPANY AND AVOID CONFLICTS OF INTEREST

All of our employees must be wary of any investment, business interest or other personal interest that interferes, or even appears to interfere, with their
objective ability to act in the best interests of our company. A conflict of interest arises in any situation where an employee's private interests or personal considerations, including potential
benefits to the employee's family, may detrimentally affect the independent judgment of the employee to act in the best interests of our company. A conflict of interest also arises where an employee
uses his position, confidential information or corporate time or facilities for private gain.

All
employees who, by virtue of their employment duties and responsibilities are in a position to retain or influence the retention of persons or companies to provide goods and services
to our company, are required to complete a questionnaire disclosing the direct or indirect business interests of themselves and their immediate family members. For more information on this area,
please refer to the MEC Conflict of Interest Policy, a copy of which can be obtained from the Human Resources Department (erna.lennard-white@magnaent.com) by
calling 905-726-2462.

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WE COMPETE FAIRLY AND ETHICALLY

We are committed to providing high quality racing, entertainment, pari-mutuel wagering and hospitality services to our customers on a lawful and
ethical basis. Our company and its employees must comply with the antitrust and unfair competition laws of the countries in which our company engages in business. Antitrust is the general term for
laws that protect the free enterprise system by promoting fair competition and restricting restraints on trade. Generally, these laws prohibit or regulate: attempts to monopolize or otherwise restrain
trade, price fixing or other agreements with competitors that would divide or allocate customers or otherwise harm customers, selling products and services below cost, "tied selling", and certain
other overly restrictive agreements. Employees responsible for any dealings with competitors are expected to know the laws that apply to their business activities, and should speak to the Legal
Department as questions arise.

EFFECTIVE DATE

This Code was implemented and became effective on May 4, 2004.

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