SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-K

(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 3, 1994

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-10233
__________________

MAGNETEK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 95-3917584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

26 CENTURY BOULEVARD
NASHVILLE, TENNESSEE 37229
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (615) 316-5100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $.01 par value New York Stock Exchange
8% Convertible Subordinated Notes Due 2001 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
- -
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes No X
- -
The aggregate market value of the voting stock held by non-affiliates
of the Registrant (based on the closing price of such stock, as reported by the
New York Stock Exchange, on September 30, 1994) was $299,408,248.

The number of shares outstanding of the Registrant's Common Stock, as
of September 30, 1994, was 24,215,674 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the MagneTek, Inc. 1994 Annual Report to Shareholders for
the year ended July 3, 1994 are incorporated by reference into Part II of this
Form 10-K. With the exception of those portions which are expressly
incorporated by reference in the Annual Report on Form 10-K, the MagneTek, Inc.
1994 Annual Report to Shareholders is not deemed filed as part of this Report.

Portions of the MagneTek, Inc. definitive Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the close of
the fiscal year ended July 3, 1994 are incorporated by reference into Part III
hereof.

MAGNETEK, INC.

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 3, 1994(1)
Page
----

ITEM 1. BUSINESS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ITEM 2. PROPERTIES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . 8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . 9

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

ITEM 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . .11

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . .11

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . . . .11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.. . . . . . . . . . . . . . . . . . . . .11

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. . . . . . . .12

ITEM 11. EXECUTIVE COMPENSATION.. . . . . . . . . . . . . . . . . . . . . .14

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.. . . . . . . . . .14

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

____________________
(1) The Company uses a 52-53 week fiscal year which ends on the Sunday nearest
June 30. Accordingly, the Company's 1994 fiscal year ended on July 3, 1994
and contained 53 weeks. For clarity of presentation, all periods are
presented and discussed as if each fiscal year ended on June 30. The years
ended June 27, 1993 and June 28, 1992 each contained 52 weeks.

PART I

ITEM 1. BUSINESS.

GENERAL

The electrical equipment industry is characterized by diversity of
markets, global competition and relatively high barriers to entry due to
intensive capital requirements and required access to market channels. From its
inception in 1984, MagneTek pursued a growth strategy designed to achieve the
size necessary to compete with domestic and foreign electrical equipment
manufacturers. During the late 1980s and early 1990s the Company grew rapidly,
primarily through acquisitions of electrical equipment businesses supplemented
by internal growth. While this growth enabled the Company to achieve a
significant share of several electrical product and service markets, and
enhanced efforts to reduce manufacturing costs through economies of scale and
vertical integration, the use of debt to finance the majority of the
acquisitions left the Company with a relatively high degree of financial
leverage in its balance sheet.

During the fiscal year ended June 30, 1994, MagneTek's Board of
Directors approved a plan to focus the Company's resources on fewer product
lines and reduce debt. Subsequent to fiscal year end, the Board of Directors
adopted a formal restructuring program including the sale of certain businesses
comprised primarily of the Company's utility, military, controls and custom
motor product lines (see Note 2 of Notes to Consolidated Financial Statements).
The discussion which follows focuses on the continuing operations of the
Company.

The Company operates in two business segments: Ballasts and
Transformers, including lighting products (magnetic and electronic lighting
ballasts), power supplies and small transformer products; and Motors and
Controls, which includes fractional and integral horsepower electric motors,
medium voltage generators and variable speed electronic drives.

BALLASTS AND TRANSFORMERS SEGMENT

GENERAL. The Ballasts and Transformers segment, which accounted for
58% of net sales in fiscal 1994, manufactures a broad range of equipment in the
United States and Europe in two general product groups: Lighting products,
including fluorescent (both magnetic and electronic) and high intensity
discharge ("HID") ballasts; and Transformer products, including electronic power
supplies, various small component and specialty transformers, and dry type
distribution transformers. The Company's European operations, concentrated
primarily in magnetic lighting ballasts and electronic power supplies, accounted
for 29% of the segment's total net sales in fiscal 1994. One customer, Lithonia
Lighting, a lighting fixture OEM, accounted for 10% of the segment's total net
sales in fiscal 1994.

LIGHTING PRODUCTS. For fiscal 1994, sales of Lighting products
represented 73% of the segment's total net sales. The Company is an industry
leader, measured by market share, in magnetic fluorescent ballasts both
domestically and in Europe, and in electronic fluorescent ballasts domestically.
Sales of magnetic ballasts (including HID) accounted for 44% (36% in the U.S.
and 8% in Europe) of the segment's total net sales in fiscal 1994. Magnetic
ballasts are used in standard fluorescent lighting fixtures in office,

commercial and residential applications, and in various types of specialty
lighting applications, including indoor and outdoor displays and signs. HID
ballasts are used in lighting fixtures in industrial and municipal applications,
such as street lighting, outside security and parking lot lighting, factory and
warehouse indoor illumination and sports lighting. Electronic solid state
fluorescent ballasts offer savings in the form of reduced energy consumption but
have a higher initial cost than that of a standard magnetic ballast. Sales of
electronic ballasts, primarily in the U.S., accounted for 24% of the segment's
total net sales in fiscal 1994.

In the U.S., approximately 65% of the Company's fluorescent and HID
ballasts are sold through MagneTek's direct sales force to OEMs with the balance
sold through independent manufacturers' representatives to more than 4,000
independent electrical distributors nationwide. In Europe, sales are made
through a combination of the Company's direct sales force and sales agents,
primarily to OEMs.

TRANSFORMER PRODUCTS. Sales of Transformer products accounted for
27% of the segment's net sales for fiscal 1994. Sales of Transformer products
in Europe, primarily electronic power supplies which are custom designed for
use in electronic business machines, computers and industrial equipment,
accounted for 18% of the segment's net sales in fiscal 1994. The Company also
manufactures dry type distribution transformers used primarily in building
applications as well as various component and specialty transformers. The
Company markets its various Transformer products through its direct sales force
and independent manufacturers' representatives directly to OEMs and (in the
U.S.) through independent electrical distributors.

BACKLOG. The Company's backlog in the Ballasts and Transformers
segment as of June 30, 1994, was $98.6 million compared to $240.8 million as of
the end of fiscal 1993. The decrease in the backlog has resulted from decreased
backlog for electronic ballasts. Backlog in electronic ballasts was $15.1
million as of June 30, 1994 compared to $134.2 million as of June 30, 1993.
Backlog represents purchase orders received by the Company which are subject to
cancellation. During fiscal 1994, the Company experienced significant
cancellations of orders for electronic ballasts due to excess inventories at
the Company's electrical distributor customers. These cancellations occurred
primarily during the first half of fiscal 1994. The Company has not experienced
significant order cancellations since that time.

COMPETITION. The principal competitors of the Company in Lighting
products in the U.S. are Advance Transformer Company (a division of North
American Phillips Corp.), Electronic Ballast Technology (an affiliate of North
American Phillips Corp.), Valmont Industries and Motorola, and in Europe,
Schwabe, Helvar and Zumtobel. Competitors in Transformer products are Advance
Transformer Company and Astec. Certain of the Company's competitors in the
Ballasts and Transformers segment have substantially greater resources than the
Company. The Company competes principally on the basis of customer service and
engineering capabilities, quality and price.

MOTORS AND CONTROLS SEGMENT

GENERAL. The Motors and Controls segment, which accounted for 42% of
net sales in fiscal 1994, manufactures equipment in two product groups: Motors
and Generators, including fractional and integral horsepower electric motors
and medium voltage generators, and Drives and Systems, including electronic
adjustable speed drives and drive systems. The Company's European operations
are not significant to the

segment, representing less than 2% of the segment's total net sales in fiscal
1994. One customer, Caterpillar, Inc., accounted for 12% of the segment's total
net sales in fiscal 1994.

MOTOR AND GENERATOR PRODUCTS. In fiscal 1994, Motor and Generator
products represented 84% of the segment's total net sales. The Company's
electric motors, most of which use AC power, range in size from 1/8 to 500
horsepower. Motors ranging in size from 1/8 to 5 horsepower (depending on frame
size) are designated fractional horsepower ("FHP") motors. FHP motors are used
both in residential applications, primarily in appliances such as room air
conditioners, dehumidifiers and ventilators, as well as pool and spa pumps, and
in commercial applications such as heating, ventilating and air conditioning
("HVAC"), food service and agribusiness. AC motors ranging in size from
1 to 500 horsepower, designated integral horsepower ("IHP") motors, are used
primarily in commercial HVAC, mining, petrochemical and commercial laundry
applications. The Company also manufactures DC motors, ranging in size
from 1/6 to 3 horsepower, used in variable speed applications such as
conveyors, material handling and packing equipment, exercise equipment and
machine tools. Approximately 70% of the Company's motors are sold to OEMs
primarily through the Company's direct sales force. The remaining motors are
marketed through a network of approximately 2,600 distributors, primarily for
replacement of worn motors.

Generators manufactured by the Company range in size from 50 kilowatt
("KW") to 2,250 KW. Over 90% of generator sales are to Caterpillar, Inc., which
manufactures and sells engine generator units for prime and standby power
applications.

DRIVES AND SYSTEMS PRODUCTS. Sales of Drives and Systems products
accounted for 16% of the segment's total net sales for fiscal 1994. The
Company's electronic adjustable speed drives and drive systems adjust and
control the speed and output of electric motors. They are used in
applications involving HVAC, paper converting, wire drawing, extrusion
elevators, machine tools and material handling equipment. Drives and drive
systems are sold primarily to OEMs and end users through a specialized
engineering oriented direct sales force as well as through electrical
distributors.

BACKLOG. The Company's backlog in the Motors and Controls segment as
of June 30, 1994 was $71.1 million compared to $69.9 million as of the end of
fiscal 1993. The increase is primarily in FHP motors offset by lower backlog in
IHP motors.

COMPETITION. The principal competitors of the Company in Motor and
Generator products are Emerson Electric Company, General Electric Company,
Franklin Electric Company, Baldor Electric Company, A.O. Smith and Onan. The
principal competitors in Drives and Systems are Reliance Electric Company,
Emerson Electric Company, Allen Bradley and Eaton Corporation. Some of these
competitors have substantially greater resources than the Company. The Company
competes principally on the basis of customer service and engineering
capabilities, quality and price.

INTERNATIONAL OPERATIONS

The Company conducts most of its international activities through its
MagneTek Europe operations. European operations include ballast and power
supply production in Italy and Germany and motor manufacturing in the United
Kingdom. The Company's international sales, including export sales from
domestic operations, in fiscal 1994 accounted for 23% of the Company's total net
sales.

SUPPLIERS AND RAW MATERIALS

The Company manufactures many of the materials and components used in
its products, including ballast and motor laminations and capacitors. The
Company also draws its own magnet wire primarily for products in the Ballasts
and Transformers segment.

Virtually all materials and components purchased by the Company are
available from multiple suppliers. In fiscal 1994, approximately 56% of the
Company's total cost of sales was for the purchase of direct materials. Key
commodities used in production include steel, copper and aluminum, as well as
certain electronic components. The Company generally negotiates prices with
steel vendors on an annual basis. The Company purchases copper for the Ballasts
and Transformers segment primarily in rod form for drawing its own magnet wire
and for the Motors and Controls segment in the form of finished magnet wire.
The Company seeks to mitigate its exposure to fluctuations in copper prices
through short-term hedging programs as well as through forward contract
arrangements with magnet wire suppliers. The Company purchases its aluminum
requirements based upon the spot prices at delivery.

RESEARCH AND DEVELOPMENT

Research and development activities are conducted by the respective
operating divisions and are directed toward enhancement of existing products and
development of new products. Advanced technologies are being developed in four
main development centers and future development is sponsored by the Company
and conducted by leading Universities. The Company's recent product
development efforts have focused on the application of "state of the art"
technologies in the following areas: development of innovative integrated
electronic circuit architectures for lighting ballasts, power electronic based
designs and advanced microprocessor/DSP controls for adjustable speed drives and
fuel cell type inverters, superior design of energy efficient motors and cost-
effective power supplies. The Company has a number of design projects underway
relating to requirements for energy-efficient electrical products mandated by
legislation. New CAD/CAM/CAE tools were introduced to improve the designs and
reduce design time. The Company has also focused its research and development
activities on improvements in the manufacturing process through increased
factory automation and new improved computer systems. Through continued
integration of the Company's various operating units, the Company expects to
benefit from coordinated research and development efforts. Total research and
development expenditures were approximately $17.5 million, $17.4 million and
$13.8 million, respectively, for the 1994, 1993 and 1992 fiscal years.

TRADEMARKS AND PATENTS

The Company holds numerous patents which, although of value, are not
considered by management to be essential to the Company's business. The Company
believes that it holds all the patent, trademark and other intellectual property
rights necessary to conduct its business.

EMPLOYEES

At the end of fiscal 1994, the Company had approximately 2,300
salaried employees and approximately 12,000 hourly employees, of whom
approximately 6,100 are covered by collective bargaining agreements with various
unions. The Company believes that its relationships with its employees are
favorable.

ENVIRONMENTAL MATTERS

GENERAL. The Company has from time to time discovered contamination
by hazardous substances at certain of its facilities. In response to such
discovery, the Company conducts remediation activities to bring the facility
into compliance with applicable laws and regulations. Except as described
below, the Company's remediation activities for fiscal 1994 did not entail
material expenditures, and its remediation activities for fiscal 1995 are not
expected to entail material expenditures. Future discoveries of contaminated
areas could entail material expenditures, depending upon the extent and nature
of the contamination.

UNIVERSAL MANUFACTURING (BRIDGEPORT). The Company's Universal
Manufacturing division has used certain hazardous materials, including PCBs, in
certain of its production processes. In particular, contaminated soil and
groundwater have been located at Universal Manufacturing's Bridgeport,
Connecticut facility. In connection with the February 1986 acquisition of
Universal Manufacturing, the Company and the seller, Farley Northwest
Industries, Inc. (the predecessor to Fruit of the Loom, Inc., hereinafter
collectively with such successor referred to as "FOL"), executed an
environmental agreement. Under this agreement, FOL agreed to perform certain
cleanup work at the Bridgeport facility and to indemnify and hold the Company
harmless for environmental claims attributable to FOL's or its predecessors'
activities at the Bridgeport facility. To date, FOL has undertaken
investigative actions and remedial work at Bridgeport as required by the
environmental agreement, and such remedial work is now substantially complete.

CENTURY ELECTRIC (MCMINNVILLE). Prior to its purchase by the Company
in 1986, Century Electric, Inc. ("Century Electric") acquired a business from
Gould Inc. ("Gould") in May 1983 which included a leasehold interest in a
fractional horsepower electric motor manufacturing facility located in
McMinnville, Tennessee. In connection with this acquisition, Gould agreed to
indemnify Century Electric from and against liabilities and expenses arising out
of the handling and cleanup of hazardous waste, including but not limited to
cleaning up any PCBs at the McMinnville facility (the "1983 indemnity").
Investigation revealed the presence of PCBs in portions of the soil and in the
groundwater underlying the facility and in certain offsite soil. Century
Electric has kept the Tennessee Department of Environment and Conservation,
Division of Superfund, apprised of test results from the investigation. The
McMinnville plant has been listed as a Tennessee Superfund Site, a report on
that site has been presented to the Tennessee legislature, and community
officials and plant employees have been notified of the presence of PCBs as
above described. In July 1993, Gould submitted to the State of Tennessee a
Feasibility Study recommending a cleanup of certain onsite soil with an
estimated cost of $4.7 million. This estimate does not include ancillary costs
of onsite cleanup, which are expected to be significant. Based upon currently
available information, the aggregate costs for cleanup of certain onsite soil,
including ancillary costs of onsite cleanup, are not expected to exceed
$15 million. Subsequent to June 30, 1994, Gould contracted for certain onsite
cleanup to be performed, at its own expense, during the period

from September 1994 through December 1994. The necessity for any potential
offsite cleanup has not been studied, and no estimate or range of any potential
offsite cleanup costs has been developed. The Company believes that the costs
for certain onsite cleanup, including ancillary costs of onsite cleanup, and the
costs for any potential offsite cleanup are covered by the 1983 indemnity. In
August 1994, Gould requested that the Company consider bearing an unspecified
portion of each of these costs, and the Company declined. While the Company
believes that Gould will continue to perform under its indemnity obligations,
Gould's failure to perform such obligations could have a material adverse effect
on the Company.

OFFSITE LOCATIONS. The Company has been identified by the United
States Environmental Protection Agency and certain state agencies as a
potentially responsible party for cleanup costs associated with alleged past
waste disposal practices at several offsite locations. Due, in part, to the
existence of indemnification from the former owners of certain acquired
businesses for cleanup costs at certain of these sites, and except as described
below, the Company's estimated share in liability (if any) at the offsite
facilities is not expected to be material. It is possible that the Company will
be named as a potentially responsible party in the future with respect to other
sites.

CROWN INDUSTRIES SITE (PIKE COUNTY, PENNSYLVANIA). In March 1992, the
Company was informed by the Pennsylvania Department of Environmental Resources
("DER") that its Universal Manufacturing division is one of a number of
potentially responsible parties with respect to a planned environmental
investigation and cleanup at the Crown Industries site in Pike County,
Pennsylvania. The DER has provided a non-binding preliminary allocation of
liability in connection with the site that assigned the Company a 30 percent
share. The aggregate expense of cleaning up the site is not currently known,
but some preliminary indications suggest a range of $5 million to $15 million.
To date, the DER has sought reimbursement of approximately $500,000 in the
aggregate from the Company and the other potentially responsible parties. The
Company has concluded that at least 90 percent of any liability it may incur
relating to this site is covered by the indemnification provisions of its
environmental agreement with FOL, and FOL has acknowledged such indemnity and is
currently defending its own and the Company's interest in this site.

FOL's failure to perform its obligations with respect to the Crown
Industries site under the environmental agreement could have a material adverse
effect on the Company.

ITEM 2. PROPERTIES.

The Company's headquarters and each of its principal facilities for
the continuing operations of the Company are listed below, each of which is
owned by the Company unless indicated as being leased.

Approximate
Location Lease Term Size (Sq. Ft.) Principal Use
- - -------- ---------- -------------- -------------

Altavista, Virginia -- 108,000 Motor manufacturing

Blytheville, Arkansas 1998 plus options 114,000 Ballast manufacturing
to 2008

Approximate
Location Lease Term Size (Sq. Ft.) Principal Use
- - -------- ---------- -------------- -------------

Bridgeport, Connecticut 1999 100,000 Capacitor manufacturing

Gainsborough -- 44,000 Motor manufacturing
Lincolnshire,
England

Gallman, Mississippi 1999 plus options 130,000 Wire mill
to 2073

Goodland, Indiana -- 75,000 Component transformer manufacturing

Huntington, Indiana -- 211,000 Converter, power supply and
specialty ballast manufacturing

Huntington, Indiana -- 54,000 Technology center

Huntsville, Alabama -- 75,000 Electronic ballast manufacturing

Juarez, Mexico Various 150,000 Motor manufacturing

LaVergne, Tennessee 1999 188,000 Distribution center

Lexington, Tennessee -- 449,000 Motor and generator manufacturing

Mainaschaff, Germany -- 60,331 Administrative and ballast, ignition
coil and transformer manufacturing

Mainaschaff, Germany Various 209,257 Ballast, ignition coil and
transformer manufacturing

Matamoros, Mexico Various 251,000 Ballast, wiring harness and
transformer manufacturing

McMinnville, Tennessee Options to 2021 275,000 Motor manufacturing

Mendenhall, Mississippi 1997 251,600 Fluorescent ballast assembly and
distribution center

Milan, Italy -- 53,000 Ballast manufacturing

Approximate
Location Lease Term Size (Sq. Ft.) Principal Use
- - -------- ---------- -------------- -------------

Nashville, Tennessee 1996 plus option 29,000 Corporate headquarters
to 2001

New Berlin, Wisconsin 2008 115,000 Drives and systems manufacturing

Owosso, Michigan -- 198,000 Motor manufacturing

Ripley, Tennessee -- 84,000 Motor manufacturing

St. Louis, Missouri 1995 plus options 106,000 Administration, marketing and
to 2001 engineering personnel

Terranuova Bracciolini, -- 149,000 Power supply manufacturing
Italy

The Company believes its facilities are in satisfactory condition and
are adequate for its present operations.

ITEM 3. LEGAL PROCEEDINGS.

PENSION MATTERS. Primarily in 1985, the Company entered into
agreements with Executive Life Insurance Company ("ELIC") under which ELIC
assumed accrued pension obligations under certain defined benefit retirement
plans (collectively, the "Plan") pursuant to an annuity purchase agreement. The
Plan paid approximately $25.3 million to ELIC under these agreements. In April
1991, the California Insurance Commissioner (the "Commissioner") was named
conservator of ELIC and the Los Angeles Superior Court issued orders providing
that ELIC would pay 70% of the monthly payments due to the Company's retirees
under the ELIC annuity contract.

Under the terms of a plan of rehabilitation, which includes an
enhancement agreement between the Commissioner and the National Organization of
Life and Health Guaranty Associations ("NOLHGA") to augment the benefits paid to
ELIC policyholders, individual annuitants with account values up to $100,000
will receive 100% of their benefits, resulting in the payment by the
rehabilitated ELIC and NOLHGA of substantially all of the required payments to
the Company's employees who are covered under the ELIC annuities. The
rehabilitation plan provides for reimbursement of shortfall payments the Company
had been providing from April 1991 to July 1992 and, accordingly, the Company
has reflected the anticipated reimbursement in other assets in its consolidated
financial statements.

Effective on July 22, 1992, the Company entered into agreements
settling all claims with respect to two complaints filed by the Department of
Labor and by a labor union against various defendants, including the Company.
The settlement agreements required the Company, among other things, to provide
back-up insurance coverage in the form of an annuity purchased from an approved
insurance company equal to 30% of the obligation to existing retirees. The
Company also agreed to purchase additional coverage

in the event payments from third parties to annuitants fall below 70% of the
required amount. If annuity benefits under the back-up annuity are not needed
to provide full benefit payments to covered annuitants, the proceeds will be
remitted to the Company on an annual basis. On July 31, 1992, the Company
purchased such an annuity from Metropolitan Life Insurance Company for
approximately $9.8 million. Such annuity will only be used for retiree benefits
in the event the combined payments by the rehabilitated ELIC and NOLHGA fall
below 100% of the required benefits.

The Company does not expect that the above transactions will have a
material effect on the Company. However, should ELIC (or its successor) and/or
NOLHGA fail to make required annuity payments in the future, such transactions
could have a material adverse effect upon the Company.

STOCKHOLDER LITIGATION. Four substantially identical actions were
filed in 1993 against the Company and certain of its directors and officers.
The four actions were subsequently consolidated in a single amended complaint.
The suit purports to be a class action on behalf of purchasers of the Company's
common stock from October 22, 1992 through August 6, 1993. The complaint
asserts claims under the federal securities laws, and alleges that the Company
artificially inflated the price of its common stock during the class period by
failing to disclose adverse developments in the Company's business. The
complaint does not specify the amount of damages sought.

In July 1994, counsel for the Company defendants and the plaintiffs
reached an agreement in principle to settle the litigation. Final approval of
the settlement and dismissal of plaintiffs' claims is subject to a hearing
following notice to the class and an opportunity for class members to file any
objections to the settlement. The Consolidated Statement of Income for the year
ended June 30, 1994 reflects a pretax charge of $2.65 million representing
estimated costs to the Company including legal fees associated with the
settlement.

OTHER LITIGATION. The Company is a party to a number of product
liability lawsuits, many of which involve fires allegedly caused by defective
ballasts. All of these cases are being defended by the Company's insurers, and
management believes that its insurers will bear all legal costs and liability,
except for applicable deductibles, and that none of these proceedings
individually or in the aggregate will have a material adverse effect on the
Company. In addition, the Company is frequently named in asbestos-related
lawsuits which do not involve material amounts individually or in the aggregate.

The Company is one of numerous defendants in a suit filed in 1993 by
multiple plaintiffs claiming damages for personal injuries allegedly resulting
from exposure to emissions allegedly generated by the defendants' manufacturing
facilities in or near Brownsville, Texas. The plaintiffs have not specified the
damages sought nor the particular emissions they contend implicate the Company.
Discovery is ongoing and a trial has been set for May 1995, and the Company
intends to defend the litigation vigorously. The Company is not able to
estimate the potential exposure or range of exposure.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to the stockholders of the Company during
the quarter ended July 3, 1994.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The following table sets forth the high and low sales prices of the
Company's Common Stock during each quarter of fiscal 1993 and 1994:

QUARTER ENDING HIGH LOW
----------------------------------------------------

September 30, 1993 19-3/8 12-1/2
December 31, 1993 15-1/2 12-1/4
March 31, 1994 16-3/4 13-1/8
June 30, 1994 15-1/8 13-1/8

September 30, 1992 15-1/2 13-3/8
December 31, 1992 18-1/8 12-3/8
March 31, 1993 25-1/2 17-1/8
June 30, 1993 24-1/2 18

The Company's Common Stock is traded on the New York Stock Exchange
under the ticker symbol "MAG." As of the date of this Annual Report, there were
approximately 375 record holders of its Common Stock. No cash dividends have
been paid on the Common Stock.

The Company has not paid any cash dividends on its Common Stock and
does not anticipate paying cash dividends in the near future. The ability of
the Company to pay dividends on its Common Stock is restricted by provisions in
the Company's loan agreements. Under the Company's 1993 bank loan agreement,
the Company may not declare or pay any dividend or make any distribution with
respect to its capital stock if any event of default exists or would result from
such declaration and payment, and the amount of all such distributions may not
exceed, in the aggregate, 25% of Net Income (as defined in the bank loan
agreement) earned subsequent to June 30, 1993. Under the Indenture relating to
the Company's 10-3/4% Senior Subordinated Debentures due 1998, the Company may
not declare or pay any dividend or make any distribution with respect to its
Common Stock (other than through the issuance of Qualified Capital Stock (as
defined in the 10-3/4% Indenture and which includes Common Stock)), unless after
giving effect to such dividend or distribution, (i) the Company is in compliance
with the covenants contained in the 10-3/4% Indenture and (ii) the aggregate
amount of all Restricted Payments (as defined in the 10-3/4% Indenture) declared
or made after September 30, 1991 would not exceed (a) 50% of the aggregate
Consolidated Net Income (as defined in the 10-3/4% Indenture) of the Company
subsequent to September 30, 1991 minus 100% of the amount of any write-downs,
write-offs, other negative revaluations and other negative extraordinary charges
not otherwise reflected in such Consolidated Net Income, plus (b) the aggregate
Net Proceeds (as defined in the 10-3/4% Indenture) to the Company from the sale
of Qualified Capital Stock subsequent to September 30, 1991 (excluding any such
Net Proceeds from the sale of Qualified Capital Stock by a Company subsidiary
and excluding Qualified Capital Stock paid as a dividend on, or issued upon or
in exchange for other Capital Stock (as defined in the 10-3/4% Indenture) or as
a payment of interest on indebtedness of the Company), plus (c) $25 million.

ITEM 6. SELECTED FINANCIAL DATA.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information called for by Part II, items 5, 6, 7 and 8, except for
information regarding the Company's dividend policy and related matters, which
is provided in response to Item 5, above, is hereby incorporated by reference
to the Financial Statements and the Report of Ernst & Young LLP, Independent
Auditors, of the Company's 1994 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding the
current executive officers of the Company.

Name Age Position
- - ---- --- --------

Andrew G. Galef 61 Chairman of the Board of Directors
and Chief Executive Officer
Antonio Canova 52 Executive Vice President
C. Ore Davis 52 Executive Vice President
Brian R. Dundon 48 Executive Vice President
Ronald W. Mathewson 57 Executive Vice President
David P. Reiland 40 Executive Vice President and
Chief Financial Officer
John P. Colling, Jr. 38 Vice President and Treasurer
Thomas R. Kmak 44 Vice President and Controller
Alexander Levran, Ph.D. 44 Vice President, Technology
Samuel A. Miley 37 Vice President, General Counsel
and Secretary
Robert W. Murray 55 Vice President, Communications and
Public Relations
John E. Steiner 50 Vice President, Strategic Planning
and Business Development
Dennis L. Hatfield 46 Assistant Vice President,
Facilities and Environmental
Affairs

Mr. Galef has been the Chairman of the Board of Directors of the
Company since July 1984 and became Chief Executive Officer in September 1993.
He also is the Chairman of the Nominating Committee. He has been President of
The Spectrum Group, Inc. ("Spectrum"), a private investment and management firm,
since its incorporation in California in 1978 and Chairman and Chief Executive
Officer since 1987. Prior to the formation of Spectrum, Mr. Galef was engaged
in providing professional interim management services to companies with serious
operating and financial problems. Mr. Galef is presently a director of Warnaco,
Inc., a diversified apparel manufacturer, and its parent, The Warnaco Group,
Inc., and a director of Petco Animal Supplies, Inc., a company operating
specialty pet food and supply stores, and was formerly Chairman of Aviall, Inc.,
a company providing aircraft engine refurbishment and related products and
services, and Exide Corporation, a manufacturer of automotive and industrial
batteries. Mr. Galef was the Chairman of GranTree Corporation when, during the
1990 fiscal year, it filed a voluntary petition for reorganization under Federal
bankruptcy law. Mr. Galef also serves as chairman or a director of other
privately held companies.

Mr. Canova has been Executive Vice President of the Company since
October 1993 and has served as managing director of MagneTek S.p.A. in Italy
since March 1991. He held the same position with Plessey S.p.A. from 1988 until
March 1991 when Plessey S.p.A. was acquired by the Company. From 1969 to 1988,
Mr. Canova served as general manager of Plessey S.p.A.

Mr. Davis has been Executive Vice President since July 1993 and served
as Senior Vice President and Chief Administrative Officer from July 1989 until
July 1993. He joined the Company in May 1987 as Senior Vice President, Human
Resources. From August 1974 until April 1987 he held various positions with
Santa Fe Southern Pacific Corporation, a transportation, natural resources and
real estate company, most recently as Vice President, Human Resources.

Mr. Dundon has been Executive Vice President since July 1993 and
served as Executive Vice President of the Company's Motors and Controls business
from November 1986 when Century Electric, Inc. was acquired by the Company until
July 1993. Prior to the acquisition Mr. Dundon had been with Century Electric
since 1971, serving in various capacities.

Mr. Mathewson joined the Company in June 1994 as Executive Vice
President. For more than five years prior to joining the Company, Mr. Mathewson
served in various executive officer positions with Manville Corporation, a
diversified holding company, and its subsidiary Schuller International, a
fiberglass manufacturing company. Prior to that Mr. Mathewson was with General
Electric for twenty-seven years, including six years in general management
positions in its lamp business.

Mr. Reiland has been Executive Vice President since July 1993 and
Chief Financial Officer of the Company since July 1988. Mr. Reiland was also a
Senior Vice President of the Company from July 1989 until July 1993. He has
been Controller of the Company since August 1986 and was Vice President, Finance
from July 1987 to July 1989. Prior to joining the Company, Mr. Reiland was an
Audit Manager with Arthur Andersen & Co. where he served in various capacities
since 1980.

Mr. Colling has been Vice President of the Company since July 1990,
Treasurer of the Company since June 1989 and was assistant treasurer of the
Company from July 1987 to June 1989. Prior to that, Mr. Colling was the
assistant treasurer of Century Electric, where he served in various capacities
since August 1981.

Mr. Kmak has been Vice President and Operations Controller since
October 1993. Mr. Kmak was the vice president, finance of the Company's Motors
and Controls business from November 1986 when Century Electric was acquired by
the Company until July 1992 and served as vice president, operational finance of
the Company's Motors and Controls business from July 1992 until October 1993.
Prior to the acquisition Mr. Kmak had been with Century Electric since 1976,
serving in various capacities.

Dr. Levran joined the Company in July 1993 as Vice President,
Technology. From 1991 to June 1993, Dr. Levran was employed by EPE
Technologies, Inc., a subsidiary of Groupe Schneider, as Vice President of
Engineering and Technology with worldwide engineering responsibilities. From
1981 to 1991, he held various engineering management positions with Teledyne
Inet, a subsidiary of Teledyne, Inc., most recently as Vice President of
Engineering. Dr. Levran received his Ph.D. in electrical engineering from the
Polytechnic Institute of New York in 1981.

Mr. Miley joined the Company in February 1990 as Vice President,
General Counsel and Secretary. Prior to that time, he was an attorney with the
law firms of Sheppard, Mullin, Richter & Hampton in Los Angeles, California
(March 1986 to January 1990) and Sidley & Austin in Chicago, Illinois (May 1982
to March 1986).

Mr. Murray joined the Company in April 1987 and currently serves as
the Vice President, Communications and Public Relations. From 1976 until April
1987 he held various positions with Whittaker Corporation, a diversified
aerospace manufacturing company, most recently as Vice President, Corporate
Communications.

Mr. Steiner joined the Company in September 1987 and since July 1994
has been the Vice President, Strategic Planning and Business Development. He
has also served as vice president of the Company's Drives and Magnetics business
since November 1993, as vice president and general manager of the Company's
Drive Systems business from October 1990 to November 1993 and as vice president,
marketing of the Company's Systems and Technology business from September 1987
to October 1990. Prior to joining the Company in 1987, Mr. Steiner had been
with Westinghouse Electric Corporation, an electrical products manufacturing
company, where he served in various capacities since 1967.

Mr. Hatfield joined the Company in August 1992 as Assistant Vice
President, Facilities and Environmental Affairs. Prior to that he was a
principal in the industrial environmental consulting firms of Patterson Schafer,
Inc. (February 1989 to December 1990) and Schafer Environmental Associates, Inc.
(March 1991 to July 1992). From July 1985 to February 1989, Mr. Hatfield served
as Director of Environmental Affairs of the Specialty Chemicals Group at Morton
Thiokol, Inc.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information called for by Part III, Items 10, 11, 12 and 13, is
hereby incorporated by reference to the Company's definitive Proxy Statement to
be mailed to Stockholders in October, 1994, except for information regarding the
Executive Officers of the Company, which is provided in response to Item 10,
above.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Index to Consolidated Financial Statements, Consolidated
Financial Statement Schedules and Exhibits:

Annual
Report To
Form 10-K Stockholders
Page Page
--------- ------------

1. Consolidated Financial Statements

Consolidated Statements of Income for 13
Years Ended June 30, 1994, 1993 and 1992

Consolidated Balance Sheets at June 30, 14
1994 and 1993

Consolidated Statements of Stockholders' 16
Equity for Years ended June 30, 1994, 1993
and 1992

Consolidated Statements of Cash Flows for 17
Years Ended June 30, 1994, 1993 and 1992

Notes to Consolidated Financial Statements 18

Report of Ernst & Young LLP, Independent 32
Auditors

2. Consolidated Financial Statement Schedules
V -- Property, Plant and Equipment F-1

VI -- Accumulated Depreciation and F-2
Amortization of Property, Plant and
Equipment

VIII -- Valuation and Qualifying Accounts F-3

All other schedules have been omitted since the required information
is not present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
Consolidated Financial Statements and related notes.

3. Exhibit Index E-1 - E-7

The following exhibits are filed as part of this Annual Report
Form 10-K, or are incorporated herein by reference. Where an exhibit is
incorporated by reference, the number which precedes the description of the
exhibit indicates the documents to which the cross-reference is made.

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBERS DESCRIPTION OF EXHIBIT PAGE
- - ------- ---------------------- ------------

3.1 (1) Restated Certificate of Incorporation of
the Company, as filed with the Delaware
Secretary of State on November 21, 1989.

3.2 (1) By-laws of the Company, as amended and
restated.

3.3 (2) Amendment to By-laws of the Company.

4.1 (3) Indenture between MagneTek, Inc. and The
Bank of New York, as Trustee, dated as of
September 15, 1991 for $75,000,000 in
principal amount of 8% Convertible
Subordinated Notes due 2001 including
form of Note.

4.2 (4) Form of Indenture between MagneTek, Inc.
and Union Bank, as Trustee, dated as of
November 15, 1991 for $125,000,000 Senior
Subordinated Debentures Due 1998
including form of Debenture.

4.3 (5) Specimen Common Stock Certificate.

4.4 (6) Form of Indemnification and Release
Agreements entered into between the
Company, MagTek Partners and Champlain
Associates as of January 30, 1991.

10.1 (7) Registration Rights Agreement dated as of
April 29, 1991 among the Company, Andrew
G. Galef, Frank Perna, Jr. and the other
entities named therein.

10.2 (8) Executive Management Agreement dated as
of July 1, 1994, by and between the
Company and The Spectrum Group, Inc.

10.3 (9) Lease on Mendenhall, Mississippi facility
of Universal Manufacturing.

10.4 (9) Lease on Gallman, Mississippi facility of
Universal Manufacturing.

10.5 (9) Lease on Bridgeport, Connecticut facility
of Universal Manufacturing.

10.6 (10) Lease on McMinnville, Tennessee facility
of Century Electric.

10.7 (11) Security Agreement dated March 1, 1993
between the Industrial Development Board
of the City of Huntsville (the
"Huntsville IDB") and the Company
("Huntsville Security Agreement.")

10.8 (11) Equipment Lease Agreement of even date
with the Huntsville Security Agreement
among the parties thereto.

10.9 (9) Environmental Agreement among the
Company, Universal Manufacturing
Corporation and Farley Northwest
Industries, Inc., as amended.

10.10 (9) Letter Agreement dated as of January 9,
1986, between the Company and Farley
Northwest Industries, Inc., pursuant to
Stock Purchase Agreement.

10.11 (9) Tax Agreement dated as of February 12,
1986, between the Company and Farley
Northwest Industries, Inc.

10.12 (9) Agreement dated as of January 9, 1986,
between the Company and Farley/Northwest
Industries, Inc. relating to the Totowa
facility.

10.13 (12) 1987 Stock Option Plan of MagneTek, Inc.
("1987 Plan").

10.14 (7) Amendments No. 1 and 2 to 1987 Plan.

10.15 (13) Amendments No. 3 and 4 to 1987 Plan.

10.16 (14) Amended and Restated Incentive Stock
Compensation Plan of MagneTek, Inc. (the
"1989 Plan"), including Amendment No. 1
thereto.

10.17 (15) Standard Terms and Conditions Relating to
Non-Qualified Stock Options, revised as
of October 23, 1991, pertaining to the
1987 Plan and the 1989 Plan.

10.18 (13) Amendment No. 2 to 1989 Plan.

10.19 (12) Senior Executive Medical Expense
Reimbursement Plan for the Company.

10.20 (16) Stock Purchase Agreement dated as of
January 9, 1986, between the Company and
Farley/Northwest Industries, Inc., with
list of omitted exhibits and schedules.

10.21 (16) Stock Purchase Agreement dated as of
June 20, 1986, between the Company and
Better Coil and Transformer Corporation,
with list of omitted exhibits.

10.22 (17) Purchase Agreement dated as of
October 22, 1986, by and among the
Company, Century and certain
Securityholders.

10.23 (18) Purchase Agreement dated as of
December 15, 1986, between the Company
and all the remaining Securityholders of
Century.

10.24 (18) Asset Purchase Agreement dated as of
December 30, 1986, between the Company
and Universal Electric.

10.25 (18) Agreement for the Sale of Stock dated as
of December 30, 1986, between the Company
and Cooper.

10.26 (19) Stock Purchase dated as of July 2, 1987,
by and between the Company, ALS, General
Power Corporation (Delaware), ALS
Electronics Corporation and the Selling
Securityholders.

10.27 (19) Stock Purchase Agreement dated as of
July 2, 1987, by and between Mr. John
W. Morse, ALS and General Power
Corporation (California).

10.28 (20) Lease of St. Louis, Missouri
administration, marketing and engineering
personnel facility dated January 1, 1988.

10.29 (20) Lease of Matamoros, Mexico fluorescent
ballast manufacturing facility dated
January 1, 1988.

10.30 (21) Lease and Agreement between the City of
Blytheville, Arkansas and the Company,
dated as of November 1, 1988.

10.31 (7) First Supplemental Lease and Agreement
between City of Blytheville, Arkansas and
the Company dated as of December 1, 1989,
for the Blytheville, Arkansas facility.

10.32 (22) Lease of facility in New Berlin,
Wisconsin.

10.33 (7) Third Modification of Lease dated as of
December 31, 1990, for the New Berlin,
Wisconsin facility.

10.34 (23) Fourth Modification of Lease dated as of
February 12, 1993 for the New Berlin,
Wisconsin facility.

10.35 (5) Registration Rights and Stockholders
Holdback Agreement dated as of June 12,
1989, by and among the Company and the
other parties named therein.

10.36 (11) Loan Agreement dated as of April 28, 1993
among MagneTek, Inc., the Banks named
therein, Bank of America N.T. and S.A. as
Arranging Agent and Continental Bank N.A.
as Administrative Agent ("Bank
Agreement").

10.37 (11) Instructions and Consent dated as of
April 28, 1993 by and among the Majority
Lenders under the Credit Agreement to and
for the benefit of the Lenders' Agent,
Bankers Trust Company as Collateral Agent
under the Intercreditor Agreement and
Continental Bank N.A. as successor
Collateral Agent by virtue of the
Assignment.

10.38 (11) Assignment, Assumption and Acknowledgment
dated as of April 28, 1993 by and among
Bankers Trust Company as Collateral Agent
under the Intercreditor Agreement,
Bankers Trust Company as Agent for itself
and other lenders party to the Old Loan
Agreement, the holders of the Senior
Notes, Continental Bank N.A., the
Pledgors and the Guarantors ("Bank
Agreement").

10.39 (23) Amendments One through Six to Bank
Agreement.

10.40 (24) Loan Agreement dated July 21, 1992 among
MagneTek Europe N.V. and Dresdner
Bank A.G., et al.

10.41 (25) Senior Note Purchase Agreement (without
exhibits) dated as of June 30, 1989, by
and among the Company and the Purchasers
listed therein ("Senior Note Agreement").

10.42 (7) First, Second and Third Amendments to
Senior Note Agreement.

10.43 (15) Fourth Amendment to Senior Note
Agreement.

10.44 (13) Fifth and Sixth Amendments to Senior Note
Agreement.

10.45 (23) Seventh Amendment to Senior Note
Agreement and Addendum thereto.

10.46 (26) Amendment to Equipment Lease Agreement
dated as of August 1, 1993 between The
Industrial Development Board of the City
of Huntsville (the "Huntsville IDB") and
the Company.

10.47 (26) First Supplemental Security Agreement
dated as of August 1, 1993 by and between
the Huntsville IDB and The CIT
Group/Equipment Financing, Inc. ("CIT").

10.48 (26) Second Amendment to Equipment Lease
Agreement dated as of October 1, 1993
between the Huntsville IDB and the
Company.

10.49 (26) Second Supplemental Security Agreement
dated as of October 1, 1993 by and
between the Huntsville IDB and CIT.

10.50 (23) Lease on Nashville, Tennessee
headquarters facility dated August, 1994.

10.51 (23) First Amendment dated August 28, 1991 and
Second Amendment dated February 5, 1993
to Lease on Lavergne, Tennessee facility.

10.52 (27) Stock Purchase Agreement dated as of
December 22, 1989, by and among
ABB Electric, Inc., the Company and
ABB Power Transmission, Inc.

10.53 (27) License Agreement by and between
ABB Transformers ABB and MagneTek
Electric, Inc.

10.54 (7) 1991 Director Incentive Compensation Plan
of the Company.

10.55 (8) First Amendment to the 1991 Director
Incentive Compensation Plan of the
Company.

10.56 (13) 1991 Discretionary Director Incentive
Compensation Plan of the Company.

10.57 (27) Lease Agreement dated as of November 1,
1988 between the Huntsville IDB and
Burnett-Nickelson Investments ("Lease
Agreement") as to which the Registrant
succeeded to the lessee's obligations.

10.58 (28) First, Second and Third Amendments to
Lease Agreement.

10.59 (23) Fourth Amendment to Lease Agreement.

10.60 (28) Indenture dated as of November 1, 1988
relating to First Mortgage Industrial
Revenue Bonds (Burnett-Nickelson Project
Series 1988) between Huntsville IDB and
First Alabama Bank, as Trustee, relating
to the Huntsville facility (the
"Indenture").

10.61 (28) First, Second and Third Supplemental
Indentures to the Indenture.

10.62 (23) Fourth Supplemental Indenture to the
Indenture.

10.63 (28) Bond Guaranty Agreement between MagneTek,
Inc., as Guarantor and First Alabama Bank
dated as of February 1, 1993 relating to
the lease (see Item 10.72).

10.64 (26) Severance and General Release Agreement
between the Company and Frank Perna, Jr.
dated as of October 27, 1993.

10.65 (26) Severance and General Release Agreement
between the Company and John R. Scherzi
dated as of July 30, 1993.

10.66 (23) Restricted Stock Agreement pursuant to
1989 Plan entered into between Ronald W.
Mathewson and the Company as of July 27,
1994.

10.67 (25) Lease on Lavergne, Tennessee facility.

13 (23) 1994 Annual Report to Stockholders (pp. 8-32).

22 (13) Subsidiaries of the Company, as revised.

23 (23) Consent of Ernst & Young LLP, independent
auditors.

27 (23) Financial Data Schedule.

____________________
(1) Previously filed with the Registration Statement on Form S-3 filed on
August 1, 1991, Commission File No. 33-41854.

(2) Previously filed with Form 8-K dated October 27, 1993.

(3) Previously filed with Form 10-Q for quarter ended September 30, 1991.

(4) Previously filed with Amendment No. 1 to Registration Statement filed on
November 8, 1991, Commission File NO. 43-43856.

(5) Previously filed with Amendment No. 1 to Registration Statement filed on
May 10, 1989.

(6) Previously filed with Form 8-K dated January 30, 1991.

(7) Previously filed with Form 10-K for Fiscal Year ended June 30, 1991.

(8) Previously filed with Form 10-Q for quarter ended March 31, 1994.

(9) Previously filed with Amendment No. 1 to Registration Statement filed on
February 14, 1986.

(10) Previously filed with Post-Effective Amendment No. 1 to Registration
Statement, filed on August 3, 1987.

(11) Previously filed with Form 10-Q for quarter ended March 31, 1993.

(12) Previously filed with Form 10-K for Fiscal Year ended June 30, 1987.

(13) Previously filed with Form 10-K for Fiscal Year ended June 30, 1992.

(14) Previously filed with Form S-8 Registration Statement filed on
December 13, 1991.

(15) Previously filed with Form 10-Q for quarter ended December 31, 1991.

(16) Previously filed with Form 10-K for Fiscal Year ended June 30, 1986.

(17) Previously filed with Form 10-Q for quarter ended September 30, 1986.

(18) Previously filed with Form 8-K dated December 30, 1986.

(19) Previously filed with Form 8-K dated July 20, 1987.

(20) Previously filed with Form 10-K for Fiscal Year ended July 3, 1988.

(21) Previously filed with the Registration Statement filed on April 18,1989.

(22) Previously filed with the Registration Statement filed on May 3, 1985.

(23) Filed herewith.

(24) Previously filed with Form 10-Q for quarter ended September 30, 1992.

(25) Previously filed with Form 10-K for Fiscal Year ended July 2, 1989.

(26) Previously filed with Form 10-Q for quarter ended September 30, 1993.

(27) Previously filed with Form 8-K dated January 5, 1990.

(28) Previously filed with Form 10-K for fiscal year ended June 27, 1993.

(b) Reports on Form 8-K:

The Company filed no Reports on Form 8-K during the last quarter of
the 1994 fiscal year.

(d) Refer to (a) 2 above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los
Angeles, State of California, on the 14th day of October, 1994.

MagneTek, Inc.
(Registrant)

/s/ ANDREW G. GALEF
----------------------------------------
Andrew G. Galef
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ ANDREW G. GALEF Chairman of the Board, October 14, 1994
- - ---------------------------- Chief Executive Officer and
Andrew G. Galef Director (Principal
Executive Officer)

/s/ DAVID P. REILAND Chief Financial Officer October 14, 1994
- - ---------------------------- (Principal Financial and
David P. Reiland Accounting Officer)

/s/ CHARLES H. DEAN, JR. Director October 14, 1994
- - ----------------------------
Charles H. Dean, Jr.

/s/ PAUL J. KOFMEHL Director October 14, 1994
- - ----------------------------
Paul J. Kofmehl

/s/ A. CARL KOTCHIAN Director October 14, 1994
- - ----------------------------
A. Carl Kotchian

/s/ CROCKER NEVIN Director October 14, 1994
- - ----------------------------
Crocker Nevin

Director October 14, 1994
- - ----------------------------
Frank Perna, Jr.

/s/ KENNETH A. RUCK Director October 14, 1994
- - ----------------------------
Kenneth A. Ruck

Schedule V

MAGNETEK, INC.

PROPERTY, PLANT AND EQUIPMENT

Years ended June 30, 1992, 1993 and 1994

(Amounts in thousands)

Balance at Transfers, Balance
beginning Additions Retirements at end
of year at cost or sales Other (a) of year
-------------------------------------------------------------------------

JUNE 30, 1992
Land $3,212 $196 $0 $1,927 $5,335
Buildings and
improvements 44,457 2,737 (293) 6,887 53,788
Machinery and
equipment 201,022 25,077 (3,228) 22,193 245,064
-------------------------------------------------------------------------
$248,691 $28,010 ($3,521) $31,007 $304,187
-------------------------------------------------------------------------
-------------------------------------------------------------------------

JUNE 30, 1993
Land $5,335 $358 ($230) ($1,791) $3,672
Buildings and
improvements 53,788 10,453 (1,934) (4,308) 57,999
Machinery and
equipment 245,064 47,039 (14,224) (523) 277,356
-------------------------------------------------------------------------
$304,187 $57,850 ($16,388) ($6,622) $339,027
-------------------------------------------------------------------------
-------------------------------------------------------------------------

JUNE 30, 1994
Land $3,672 $589 $0 ($228) $4,033
Buildings and
improvements 57,999 5,595 (209) 126 63,511
Machinery and
equipment 277,356 37,154 (4,365) 1,519 311,664
-------------------------------------------------------------------------
$339,027 $43,338 ($4,574) $1,417 $379,208
-------------------------------------------------------------------------
-------------------------------------------------------------------------

<FN>
Note:
(a) Represents property, plant and equipment of acquired companies and
adjustments to various opening balance sheets and Foreign Translation
Adjustments.

F-1

Schedule VI

MAGNETEK, INC.

ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT

Years ended June 30, 1992, 1993 and 1994

(Amounts in thousands)

Balance at Transfers, Balance
beginning Depreciation Retirements at end
of year Expense or sales Other (a) of year
-------------------------------------------------------------------------

JUNE 30, 1992
Buildings and
improvements $10,542 $3,684 ($138) ($449) $13,639
Machinery and
equipment 85,056 23,636 (2,393) 2,398 108,697
-------------------------------------------------------------------------
$95,598 $27,320 ($2,531) $1,949 $122,336
-------------------------------------------------------------------------
-------------------------------------------------------------------------

JUNE 30, 1993
Buildings and
improvements $13,639 $3,743 ($570) ($200) $16,612
Machinery and
equipment 108,697 25,924 (5,341) (2,271) 127,009
-------------------------------------------------------------------------
$122,336 $29,667 ($5,911) ($2,471) $143,621
-------------------------------------------------------------------------
-------------------------------------------------------------------------

JUNE 30, 1994
Buildings and
improvements $16,612 $3,012 ($206) ($1,376) $18,042
Machinery and
equipment 127,009 29,277 (3,541) 1,376 154,121
-------------------------------------------------------------------------
$143,621 $32,289 ($3,747) $0 $172,163
-------------------------------------------------------------------------
-------------------------------------------------------------------------

<FN>
Note:
(a) Represents primarily foreign translation adjustments and reclassifications
between gross property and Accumulated Depreciation.

F-2

Schedule VIII

MAGNETEK, INC.

VALUATION AND QUALIFYING ACCOUNTS

Years ended June 30, 1992, 1993 and 1994

(Amounts in thousands)

Balance at Additions Deductions Balance
beginning charged to from at end
of year earnings Allowance Other (a) of year
-------------------------------------------------------------------------

JUNE 30, 1992
Allowance for
doubtful
receivables $3,358 $3,288 ($3,204) $521 $3,963

JUNE 30, 1993
Allowance for
doubtful
receivables $3,963 $3,070 ($3,294) $247 $3,986

JUNE 30, 1994
Allowance for
doubtful
receivables $3,986 $2,878 ($2,980) $861 $4,745

<FN>
(a) Represents primarily opening allowance for doubtful accounts balances of
acquired companies and Foreign Translation Adjustments.

LC942340.064

F-3

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBERS DESCRIPTION OF EXHIBIT PAGE
- - ------- ---------------------- ------------

3.1 (1) Restated Certificate of Incorporation of the
Company, as filed with the Delaware
Secretary of State on November 21, 1989.

3.2 (1) By-laws of the Company, as amended and
restated.

3.3 (2) Amendment to By-laws of the Company.

4.2 (4) Form of Indenture between MagneTek, Inc. and
Union Bank, as Trustee, dated as of
November 15, 1991 for $125,000,000 Senior
Subordinated Debentures Due 1998 including
form of Debenture.

4.3 (5) Specimen Common Stock Certificate.

4.4 (6) Form of Indemnification and Release
Agreements entered into between the Company,
MagTek Partners and Champlain Associates as
of January 30, 1991.

10.1 (7) Registration Rights Agreement dated as of
April 29, 1991 among the Company, Andrew
G. Galef, Frank Perna, Jr. and the other
entities named therein.

10.2 (8) Executive Management Agreement dated as of
July 1, 1994, by and between the Company and
The Spectrum Group, Inc.

10.3 (9) Lease on Mendenhall, Mississippi facility of
Universal Manufacturing.

E-1

10.4 (9) Lease on Gallman, Mississippi facility of
Universal Manufacturing.

10.5 (9) Lease on Bridgeport, Connecticut facility of
Universal Manufacturing.

10.6 (10) Lease on McMinnville, Tennessee facility of
Century Electric.

10.7 (11) Security Agreement dated March 1, 1993
between the Industrial Development Board of
the City of Huntsville (the "Huntsville
IDB") and the Company ("Huntsville Security
Agreement.")

10.8 (11) Equipment Lease Agreement of even date with
the Huntsville Security Agreement among the
parties thereto.

10.9 (9) Environmental Agreement among the Company,
Universal Manufacturing Corporation and
Farley Northwest Industries, Inc., as
amended.

10.10 (9) Letter Agreement dated as of January 9,
1986, between the Company and Farley
Northwest Industries, Inc., pursuant to
Stock Purchase Agreement.

10.11 (9) Tax Agreement dated as of February 12, 1986,
between the Company and Farley Northwest
Industries, Inc.

10.12 (9) Agreement dated as of January 9, 1986,
between the Company and Farley/Northwest
Industries, Inc. relating to the Totowa
facility.

10.13 (12) 1987 Stock Option Plan of MagneTek, Inc.
("1987 Plan").

10.14 (7) Amendments No. 1 and 2 to 1987 Plan.

10.15 (13) Amendments No. 3 and 4 to 1987 Plan.

10.16 (14) Amended and Restated Incentive Stock
Compensation Plan of MagneTek, Inc. (the
"1989 Plan"), including Amendment No. 1
thereto.

10.17 (15) Standard Terms and Conditions Relating to
Non-Qualified Stock Options, revised as of
October 23, 1991, pertaining to the 1987
Plan and the 1989 Plan.

10.18 (13) Amendment No. 2 to 1989 Plan.

E-2

10.19 (12) Senior Executive Medical Expense
Reimbursement Plan for the Company.

10.20 (16) Stock Purchase Agreement dated as of
January 9, 1986, between the Company and
Farley/Northwest Industries, Inc., with list
of omitted exhibits and schedules.

10.21 (16) Stock Purchase Agreement dated as of
June 20, 1986, between the Company and
Better Coil and Transformer Corporation,
with list of omitted exhibits.

10.22 (17) Purchase Agreement dated as of October 22,
1986, by and among the Company, Century and
certain Securityholders.

10.23 (18) Purchase Agreement dated as of December 15,
1986, between the Company and all the
remaining Securityholders of Century.

10.24 (18) Asset Purchase Agreement dated as of
December 30, 1986, between the Company and
Universal Electric.

10.25 (18) Agreement for the Sale of Stock dated as of
December 30, 1986, between the Company and
Cooper.

10.26 (19) Stock Purchase dated as of July 2, 1987, by
and between the Company, ALS, General Power
Corporation (Delaware), ALS Electronics
Corporation and the Selling Securityholders.

10.27 (19) Stock Purchase Agreement dated as of July 2,
1987, by and between Mr. John W. Morse, ALS
and General Power Corporation (California).

10.28 (20) Lease of St. Louis, Missouri administration,
marketing and engineering personnel facility
dated January 1, 1988.

10.29 (20) Lease of Matamoros, Mexico fluorescent
ballast manufacturing facility dated
January 1, 1988.

10.30 (21) Lease and Agreement between the City of
Blytheville, Arkansas and the Company, dated
as of November 1, 1988.

10.31 (7) First Supplemental Lease and Agreement
between City of Blytheville, Arkansas and
the Company dated as of December 1, 1989,
for the Blytheville, Arkansas facility.

E-3

10.32 (22) Lease of facility in New Berlin, Wisconsin.

10.33 (7) Third Modification of Lease dated as of
December 31, 1990, for the New Berlin,
Wisconsin facility.

10.34 (23) Fourth Modification of Lease dated as of
February 12, 1993 for the New Berlin,
Wisconsin facility.

10.35 (5) Registration Rights and Stockholders
Holdback Agreement dated as of June 12,
1989, by and among the Company and the other
parties named therein.

10.38 (11) Assignment, Assumption and Acknowledgment
dated as of April 28, 1993 by and among
Bankers Trust Company as Collateral Agent
under the Intercreditor Agreement, Bankers
Trust Company as Agent for itself and other
lenders party to the Old Loan Agreement, the
holders of the Senior Notes, Continental
Bank N.A., the Pledgors and the Guarantors
("Bank Agreement").

10.39 (23) Amendments One through Six to Bank
Agreement.

10.40 (24) Loan Agreement dated July 21, 1992 among
MagneTek Europe N.V. and Dresdner Bank A.G.,
et al.

10.41 (25) Senior Note Purchase Agreement (without
exhibits) dated as of June 30, 1989, by and
among the Company and the Purchasers listed
therein ("Senior Note Agreement").

10.42 (7) First, Second and Third Amendments to Senior
Note Agreement.

E-4

10.43 (15) Fourth Amendment to Senior Note Agreement.

10.44 (13) Fifth and Sixth Amendments to Senior Note
Agreement.

10.45 (23) Seventh Amendment to Senior Note Agreement
and Addendum thereto.

10.46 (26) Amendment to Equipment Lease Agreement dated
as of August 1, 1993 between The Industrial
Development Board of the City of Huntsville
(the "Huntsville IDB") and the Company.

10.47 (26) First Supplemental Security Agreement dated
as of August 1, 1993 by and between the
Huntsville IDB and The CIT Group/Equipment
Financing, Inc. ("CIT").

10.48 (26) Second Amendment to Equipment Lease
Agreement dated as of October 1, 1993
between the Huntsville IDB and the Company.

10.49 (26) Second Supplemental Security Agreement dated
as of October 1, 1993 by and between the
Huntsville IDB and CIT.

10.50 (23) Lease on Nashville, Tennessee headquarters
facility dated August, 1994.

10.51 (23) First Amendment dated August 28, 1991 and
Second Amendment dated February 5, 1993 to
Lease on Lavergne, Tennessee facility.

10.52 (27) Stock Purchase Agreement dated as of
December 22, 1989, by and among
ABB Electric, Inc., the Company and
ABB Power Transmission, Inc.

10.53 (27) License Agreement by and between
ABB Transformers ABB and MagneTek Electric,
Inc.

10.54 (7) 1991 Director Incentive Compensation Plan of
the Company.

10.55 (8) First Amendment to the 1991 Director
Incentive Compensation Plan of the Company.

10.56 (13) 1991 Discretionary Director Incentive
Compensation Plan of the Company.

E-5

10.57 (27) Lease Agreement dated as of November 1, 1988
between the Huntsville IDB and Burnett-
Nickelson Investments ("Lease Agreement") as
to which the Registrant succeeded to the
lessee's obligations.

10.58 (28) First, Second and Third Amendments to Lease
Agreement.

10.59 (23) Fourth Amendment to Lease Agreement.

10.61 (28) First, Second and Third Supplemental
Indentures to the Indenture.

10.62 (23) Fourth Supplemental Indenture to the
Indenture.

10.63 (28) Bond Guaranty Agreement between MagneTek,
Inc., as Guarantor and First Alabama Bank
dated as of February 1, 1993 relating to the
lease (see Item 10.72).

10.64 (26) Severance and General Release Agreement
between the Company and Frank Perna, Jr.
dated as of October 27, 1993.

10.65 (26) Severance and General Release Agreement
between the Company and John R. Scherzi
dated as of July 30, 1993.

10.66 (23) Restricted Stock Agreement pursuant to 1989
Plan entered into between Ronald W.
Mathewson and the Company as of July 27,
1994.

10.67 (25) Lease on Lavergne, Tennessee facility.

13 (23) 1994 Annual Report to Stockholders (pp. 8-32).

22 (13) Subsidiaries of the Company, as revised.

23 (23) Consent of Ernst & Young LLP, independent
auditors.

27 (23) Financial Data Schedule.

E-6

___________________

(1) Previously filed with the Registration Statement on Form S-3 filed on
August 1, 1991, Commission File No. 33-41854.

(2) Previously filed with Form 8-K dated October 27, 1993.

(3) Previously filed with Form 10-Q for quarter ended September 30, 1991.

(4) Previously filed with Amendment No. 1 to Registration Statement filed on
November 8, 1991, Commission File NO. 43-43856.

(5) Previously filed with Amendment No. 1 to Registration Statement filed on
May 10, 1989.

(6) Previously filed with Form 8-K dated January 30, 1991.

(7) Previously filed with Form 10-K for Fiscal Year ended June 30, 1991.

(8) Previously filed with Form 10-Q for quarter ended March 31, 1994.

(9) Previously filed with Amendment No. 1 to Registration Statement filed on
February 14, 1986.

(10) Previously filed with Post-Effective Amendment No. 1 to Registration
Statement, filed on August 3, 1987.

(11) Previously filed with Form 10-Q for quarter ended March 31, 1993.

(12) Previously filed with Form 10-K for Fiscal Year ended June 30, 1987.

(13) Previously filed with Form 10-K for Fiscal Year ended June 30, 1992.

(14) Previously filed with Form S-8 Registration Statement filed on December 13,
1991.

(15) Previously filed with Form 10-Q for quarter ended December 31, 1991.

(16) Previously filed with Form 10-K for Fiscal Year ended June 30, 1986.

(17) Previously filed with Form 10-Q for quarter ended September 30, 1986.

(18) Previously filed with Form 8-K dated December 30, 1986.

(19) Previously filed with Form 8-K dated July 20, 1987.

(20) Previously filed with Form 10-K for Fiscal Year ended July 3, 1988.

(21) Previously filed with the Registration Statement filed on April 18,1989.

(22) Previously filed with the Registration Statement filed on May 3, 1985.

(23) Filed herewith.

(24) Previously filed with Form 10-Q for quarter ended September 30, 1992.

(25) Previously filed with Form 10-K for Fiscal Year ended July 2, 1989.

(26) Previously filed with Form 10-Q for quarter ended September 30, 1993.

(27) Previously filed with Form 8-K dated January 5, 1990.

(28) Previously filed with Form 10-K for fiscal year ended June 27, 1993.

E-7