Form 6-K Material Change Report re Agreement to Privatization Proposal

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of ______January_______, 2005____


Commission File Number _______________000-17946____________________


_________________DECOMA INTERNATIONAL INC._____________________
(Translation of registrant's name into English)

_____________50 Casmir Court, Concord, Ontario, Canada   L4K 4J5_____________
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F......... Form 40-F....X.....


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____


Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Signatures

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.

 

DECOMA INTERNATIONAL INC.
(Registrant)

Date__January 21, 2005__

By: ___ /s/ R. David Benson ____________
R. David Benson, Executive Vice-President,
Secretary and General Counsel

EXHIBITS

 

Exhibit 99

Material Change Report respecting press release of the Registrant issued January 13, 2005, wherein the Registrant announced it had entered into a definitive arrangement agreement with Magna International Inc. as purchaser of all the Class A Subordinate Voting Shares of the Registrant not owned by Magna International Inc.