SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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 June 30, 1996

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

COMMISSION FILE NUMBER 1-10233

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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
P.O. BOX 290159
NASHVILLE, TENNESSEE 37229-0159
(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

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. /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 13, 1996) was $263,290,054.

The number of shares outstanding of the Registrant's Common Stock, as of
September 13, 1996, was 25,515,147 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the MagneTek, Inc. 1996 Annual Report to Shareholders for the
year ended June 30, 1996 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. 1996 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 June 30, 1996 are incorporated by reference into Part III
hereof.

MAGNETEK, INC.

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 1996(1)
Page
----

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

ITEM 2. PROPERTIES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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. . . . . . . . . . . . . . . . . . . . . . 15

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. . 15

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . 15

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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(1) The Company uses a 52-53 week fiscal year which ends on the Sunday
nearest June 30. Accordingly, the Company's 1996 fiscal year ended on
June 30, 1996 and contained 52 weeks. The year ended July 2, 1995
contained 52 weeks and the year ended July 3, 1994 contained 53 weeks.

PART I

ITEM 1. BUSINESS.

GENERAL

The electrical equipment industry is characterized by diverse markets,
global competition and relatively high barriers to entry, including substantial
capital requirements and market channel needs. From its inception in 1984,
MagneTek has pursued a growth strategy designed to achieve the size necessary to
compete in domestic and foreign electrical equipment markets. During the late
1980s and early 1990s, the Company grew rapidly, primarily through acquisitions
of electrical equipment businesses supplemented by internal growth. This growth
enabled MagneTek to capture significant shares of a number of electrical product
and service markets, while reducing manufacturing costs through economies of
scale and vertical integration. However, the debt incurred to finance most of
the Company's acquisitions left it with relatively high financial leverage.

During the fiscal year ended June 30, 1994, MagneTek's Board of
Directors approved a restructuring plan to reduce debt by divesting product
lines peripheral to the Company's primary electrical equipment manufacturing
businesses. The restructuring program entailed the discontinuation and sale of
operations related primarily to utility, military and heavy industrial markets
(see Note 2 to Consolidated Financial Statements). As of June 30, 1996, the
Company had completed the sale of all discontinued operations, and the proceeds
have been applied to reduce debt as contemplated by the restructuring plan.

In June, 1996, under a newly elected President and Chief Executive
Officer, MagneTek initiated a company-wide operational review, resulting in
Board approval of a program to reposition its continuing operations for renewed
growth and profitability (see Note 2 to Consolidated Financial Statements).
Accordingly, the Company now operates in three business segments: MOTORS AND
CONTROLS, which includes fractional- and integral-horsepower electric motors,
medium-voltage generators and electronic variable-speed drives; LIGHTING
PRODUCTS, including magnetic and electronic ballasts; and POWER SUPPLIES,
including electronic power supplies and small transformers.

MOTORS AND CONTROLS SEGMENT

GENERAL. The Motors and Controls segment, which accounted for 46% of
the Company's net sales in fiscal 1996, is comprised of two closely related
product groups: Motors and Generators, including fractional- and integral-
horsepower motors and medium-voltage generators; and Drives and Systems,
including electronic variable-speed drives and drive systems. While overseas
operations accounted for less than 3% of the segment's total net sales in fiscal
1996, MagneTek is expanding its existing motor and generator operations in the
United Kingdom and Hungary and has acquired 55% ownership of a joint venture in
China to build generators for Asian markets. Caterpillar Inc. accounted for 16%
of the segment's total net sales in fiscal 1996.

MOTORS AND GENERATORS. During fiscal 1996, sales of motor and
generator products accounted for 83% of Motors and Controls segment revenues.
MagneTek electric motors, most of which use alternating-current (AC) power,
range from 1/8 to 500 horsepower. Based on frame sizes established by the
National Electric Manufacturers Association (NEMA), motors from 1/8 to 5
horsepower are designated fractional-

horsepower (FHP) motors. MagneTek FHP motors are used primarily in residential
applications such as home furnaces, air conditioners, ventilators and
dehumidifiers, as well as pool and spa pumps. They also are used in commercial
applications such as office building heating, ventilating and air conditioning
(HVAC), food service and agribusiness. MagneTek integral-horsepower (IHP) motors
ranging up to 500 horsepower are used primarily in commercial HVAC and laundry
equipment, as well as in industrial applications such as food processing,
papermaking and petrochemical plants.

MagneTek also makes direct-current (DC) motors ranging in size from
1/6 to 3 horsepower used in variable-speed applications, including material
handling and packaging equipment, exercise machines and machine tools.

About 65% of MagneTek's motors are sold to original equipment
manufacturers (OEMs), primarily through the Company's direct sales force. The
rest are marketed through a network of some 2,700 independent distributors,
primarily for maintenance and replacement purposes.

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

DRIVES AND SYSTEMS. Sales of drives and drive systems accounted for
17% of the segment's total net sales in fiscal 1996. The Company's electronic
variable-speed drives and drive systems adjust and control the speed and torque
of electric motors. They are used in HVAC applications, film, foil and paper
converting, wire drawing, extrusion and other processing lines, elevators,
mining machinery, machine tools and material handling equipment. MagneTek drives
and drive systems are sold to OEMs and end-users through a specialized,
engineering-oriented sales force and through distributors for industrial plant
operation and replacement purposes.

BACKLOG*. Backlog in the Company's Motors and Controls segment as of
June 30, 1996 was $85.3 million compared to $97.5 million at the end of fiscal
1995. Rather than a result of reduced demand, the backlog decline was primarily
a function of shorter lead-times for commercial FHP motors. Increases in
capacity and manufacturing flexibility, gained through MagneTek plant expansions
and production line changes, enabled customers to place orders nearer to desired
delivery dates.

COMPETITION. MagneTek's primary competitors in the electric motor
business are Emerson Electric, GE, Baldor, Reliance, A.O. Smith, Leeson,
Marathon, FASCO and Pacific Scientific. Its primary generator competitors are
Emerson, Onan, Kohler and Generac. Principal competitors in drives and drive
systems include Emerson Electric, Allen Bradley, Asea Brown Bovari, Toshiba and
Eaton Corporation. Some of these companies have substantially greater resources
than MagneTek, which competes principally on the basis of customer service,
engineering capability, product quality and price.

LIGHTING PRODUCTS SEGMENT

GENERAL. The Lighting Products segment accounted for 39% of MagneTek's
net revenues in fiscal 1996. This segment manufactures lighting ballasts, which
supply power to start and operate gas-filled electric lamps, in the United
States, Mexico and Europe. Ballasts manufactured by the Company include
fluorescent and high-intensity-discharge ("HID") types, both magnetic and
electronic. European operations

accounted for 19% of the segment's total net sales in fiscal 1996; and Lithonia
Lighting, a domestic lighting fixture OEM, accounted for 11%. In connection with
the operational repositioning program referenced above, certain specialty
lighting product lines previously manufactured in Germany will be manufactured
at existing MagneTek sites in Hungary and possibly Mexico to reduce costs.

MAGNETIC AND HID BALLASTS. Sales of magnetic ballasts (including HID)
accounted for 59% (46% in the U.S. and 13% in Europe) of the segment's net sales
in fiscal 1996. Magnetic fluorescent ballasts are used primarily in standard
fluorescent lighting fixtures in office, commercial and residential
applications, as well as in various types of specialty lighting applications,
including both indoor and outdoor displays and signs. HID ballasts are used in
lighting fixtures in industrial and municipal applications, such as street
lighting, outdoor security and parking lot lighting, indoor factory and
warehouse illumination and sports venue lighting. In the U.S., approximately 60%
of the Company's magnetic fluorescent and HID ballasts are sold directly to
lighting fixture OEMs. The rest are sold through independent manufacturers'
representatives to more than 2,900 independent distributors nationwide. In
Europe, sales are made through a combination of the Company's direct sales force
and sales agents, primarily to OEMs.

ELECTRONIC BALLASTS. While they cost more initially, electronic
fluorescent ballasts can provide savings compared to magnetic ballasts through
reduced energy consumption. Sales of electronic ballasts, primarily in the U.S.,
accounted for 37% of the segment's total net sales in fiscal 1996. The Company
anticipates a continuing shift in demand toward electronic ballasts from
magnetic products as more end-users focus on long-term operating efficiency and
as the cost of electronic ballasts declines. MagneTek's repositioning program is
intended to accommodate this shift. Electronic ballasts are sold through
essentially the same channels as magnetic ballasts.

BACKLOG*. Lighting Products segment backlog as of June 30, l996, was
$31.5 million compared to $70.3 million at the end of fiscal 1995. The backlog
decline resulted primarily from reduced demand for electronic ballasts in the
U.S. On June 30, 1996, domestic electronic ballast backlog was $9.9 million,
versus $42.9 million on June 30, 1995.

Historically, the ballast business has not been characterized by large
backlogs, since sales of ballasts for new construction and replacement purposes
have been fairly predictable. In recent years, however, lighting retrofit
projects driven by energy-efficiency regulations and utility rebates have led to
speculative ordering and backlog building throughout the industry. During fiscal
1996, MagneTek reduced its ballast inventories and backlogs substantially,
reflecting a conservative view of future demand growth. However, the Company
believes that end-user demand for energy-efficient electronic ballasts will
stabilize and continue to grow as rebates give way to longer-term energy savings
incentives and voluntary energy conservation programs.

COMPETITION. MagneTek's primary competitors in the lighting ballast
business in the U.S. are Advance Transformer (a division of North American
Philips), Motorola and Valmont Industries, and in Europe, Schwabe, Helvar and
Zumtobel. Some of these companies have substantially greater resources than
MagneTek, which competes principally on the basis of customer service,
engineering capability, product quality and price.

POWER SUPPLIES SEGMENT

GENERAL. The Power Supplies segment accounted for 15% of the Company's
net revenues in fiscal 1996. This segment manufactures electronic power supplies
and various small component and specialty transformers. A power distribution
transformer product line, which accounted for 6% of segment sales in fiscal
1996, was divested in August of 1996. European operations accounted for 62% of
the Power Supplies segment net revenues in fiscal 1996. Two customers, IBM (27%
of the segment's net sales in fiscal year 1996), and Siemens (17% of the
segment's net sales in fiscal year 1996) are important to the revenue base for
the segment. Electronic power supplies manufactured by MagneTek are used
primarily in business machines, data processing and telecommunications
equipment. The Company also manufactures power converters for recreational
vehicles and boats, as well as component and specialty transformers incorporated
into in a wide range of electronic equipment.

BACKLOG*. Power Supplies segment backlog as of June 30, 1996 was $62.2
million compared to $56.2 million as of the end of fiscal 1995. The increase in
backlog was a function of increases in both U.S. and foreign orders for
electronic power supplies, related in part to penetration of new industrial
power supply markets.

COMPETITION. The Company's principal competitors in the electronic
power supplies business are Astec and Zytec. Its major power converter
competitor is Todd Engineering, and its primary competitors in the small
transformer business are Basler, SNC and Signal. Some of these companies have
substantially greater resources than MagneTek, which competes principally on the
basis of customer service, engineering capability, product quality and price.

* Backlog represents purchase orders received by the Company, which
may be subject to cancellation.

INTERNATIONAL OPERATIONS

MagneTek conducts the majority of its international activities through
its operations in Western Europe. The Company's European operations include
ballast and power supply production in Italy, ballast production in Germany and
motor manufacturing in the United Kingdom and Hungary. International sales,
including exports from U.S. operations, accounted for 23% of net revenues in
fiscal 1996.

During fiscal 1996, MagneTek acted to increase its participation in
European and Asian markets through the expansion of its operations in Hungary
and the formation of a joint venture in the People's Republic of China. In
January 1996, the Company announced the formation of a majority-owned joint
venture with Fujian Fufa Company Limited in Fuzhou, People's Republic of China,
to build and market electric generators in the Far East. It also is initiating
manufacture of generators, electronic power supply components and certain
lighting products at existing facilities in Budapest, Hungary, and intends to
further expand its motor operations based in Eastern Europe.

SUPPLIERS AND RAW MATERIALS

The Company manufactures many of the materials and components used in
its products, including ballast and motor laminations and capacitors. It also
draws magnet wire primarily for products produced by its Lighting Products
segment.

Virtually all materials and components purchased by MagneTek are
available from multiple suppliers. During fiscal 1996, raw materials represented
approximately 56% of the Company's cost of sales. Production requirements depend
heavily on steel, copper and aluminum, as well as certain electronic components.
Generally, the Company purchases materials in the following manner. Steel prices
are negotiated with vendors on an annual basis. Copper is purchased in rod form
and drawn into magnet wire for lighting products, while finished magnet wire is
purchased directly from outside vendors for motors and generators; the Company
seeks to mitigate its exposure to fluctuations in copper prices through short-
term hedging programs as well as through forward-contracting arrangements with
magnet wire suppliers. Aluminum purchases are based upon the spot prices at
delivery. Electronic components are purchased under contract based on quality,
price and delivery.

RESEARCH AND DEVELOPMENT

Product development activities conducted by MagneTek operating units
are directed toward enhancing existing products and developing new products for
given applications. Advanced technologies are developed at three development
centers in the U.S. and one in Europe. In addition, MagneTek sponsors product-
focused research projects at a number of leading Universities. Total research
and development expenditures were approximately $21.5 million, $23.6 million and
$17.5 million, respectively, in fiscal years 1996, 1995 and 1994.

TRADEMARKS AND PATENTS

MagneTek holds numerous patents which, although of value, are not
considered by management to be essential to the Company's business. The Company
obtains appropriate protection for its inventions as a matter of course, and
believes that it holds all the patent, trademark and other intellectual property
rights necessary to conduct its business.

From time to time, MagneTek has been notified of claims that it may be
infringing patents owned by others. If it appears necessary or desirable, the
Company may seek licenses under patents which it is allegedly infringing.
Although patent holders commonly offer such licenses, no assurance can be given
that licenses will be offered or that the terms of licenses will be acceptable
to the Company. The failure to obtain a key patent license from a third party
could cause the Company to incur substantial liabilities and to suspend the
manufacture of the products utilizing the patented invention.

EMPLOYEES

At the end of fiscal 1996, the Company had approximately 1,700
salaried employees and approximately 11,300 hourly employees, of whom
approximately 4,700 were 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 a
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 1996 did not entail
material expenditures, and its remediation activities

for fiscal 1997 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.

CENTURY ELECTRIC (MCMINNVILLE, TENNESSEE). 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 has revealed the presence of PCBs and other
substances, including solvents, in portions of the soil and in the groundwater
underlying the facility and in certain offsite soil, sediment and biota samples.
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
contaminants as above described. In 1995, Gould completed an interim remedial
measure of excavating and disposing onsite soil containing PCBs. Gould also
conducted preliminary investigation and cleanup of certain offsite
contamination. The cost of any further investigation and cleanup of onsite and
offsite contamination cannot presently be determined. The Company believes that
the costs for further onsite and offsite cleanup (including ancillary costs) are
covered by the 1983 Indemnity. 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 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 suggested 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. 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. The Company has informed FOL that it
believes 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 allocation negotiations between the Company and

FOL are continuing. FOL has acknowledged its indemnity obligation 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.

INDEMNIFICATION OBLIGATIONS FROM RESTRUCTURING. In selling certain
business operations, the Company from time to time has agreed, subject to
various conditions and limitations, to indemnify buyers with respect to
environmental liabilities associated with the acquired operations. The Company's
indemnification obligations pursuant to such agreements did not entail material
expenditures for fiscal 1996, and its indemnification obligations for fiscal
1997 are not expected to entail material expenditures. Future expenditures
pursuant to such agreements could be material, depending upon the nature of
asserted claims subject to indemnification.

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

Bridgeport, 1999 100,000 Capacitor manufacturing
Connecticut

Budapest, Hungary 2002 154,000 Motor manufacturing

Fuzhou, People's 2016 100,000 Generator manufacturing
Republic of China

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

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

Huntsville, Alabama -- 75,000 Electronic ballast
manufacturing

Juarez, Mexico Various 220,000 Motor manufacturing

LaVergne, Tennessee 1999 188,000 Distribution center

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

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

Matamoros, Mexico Various 320,000 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

Nashville, Tennessee 2005 60,000 Corporate headquarters

New Berlin, Wisconsin 2008 122,400 Drives and systems manufacturing

Owosso, Michigan -- 198,000 Motor manufacturing

Ripley, Tennessee -- 84,000 Motor manufacturing

St. Louis, Missouri 2000 plus option 51,000 Administration, marketing
to 2005 and accounting 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.

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.

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 June 30, 1996.

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 1995 and 1996:

Quarter Ending High Low
---------------------------------------------------
September 30, 1995 13-3/4 12
December 31, 1995 12-3/8 7-7/8
March 31, 1996 8-3/8 6-7/8
June 30, 1996 10-3/4 7-3/4

September 30, 1994 14-7/8 12-5/8
December 31, 1994 15-1/8 12-3/8
March 31, 1995 14-7/8 12-5/8
June 30, 1995 16-1/2 12-3/8

The Company's Common Stock is traded on the New York Stock Exchange
under the ticker symbol "MAG." As of September 13, 1996, there were
approximately 330 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 1995 bank loan agreement, the
Company may not declare or pay any dividend or make any distribution with
respect to its capital stock (i) unless no event of default exists or would
result from such declaration and payment, and (ii) the ratio of the Company and
certain subsidiaries' Funded Debt to Capitalization (as such terms are defined
in the bank loan agreement) is not more than 0.55 to 1.00. 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 1996 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 63 Chairman of the Board of Directors

Ronald N. Hoge 51 President, Chief Executive Officer and
Director

Antonio Canova 54 Executive Vice President

Brian R. Dundon 50 Executive Vice President

John E. Steiner 52 Executive Vice President

Daryl D. David 42 Senior Vice President, Human Resources and
Administration

Alexander Levran, Ph.D. 46 Senior Vice President, Technology

David P. Reiland 42 Senior Vice President and
Chief Financial Officer

James E. Schuster 43 Senior Vice President, Operations

John P. Colling, Jr. 40 Vice President and Treasurer

Thomas R. Kmak 46 Vice President and Controller

Samuel A. Miley 39 Vice President, General Counsel and
Secretary

Robert W. Murray 57 Vice President, Communications and Investor
Relations

Dennis L. Hatfield 48 Assistant Vice President, Facilities and
Environmental Affairs

Mr. Galef has been the Chairman of the Board of Directors since July
1984. He also is the Chairman of the Nominating Committee. Mr. Galef was the
Chief Executive Officer of the Company from September 1993 until June 1996. He
has been President of The Spectrum Group, Inc. ("Spectrum"), a private
investment and management firm, since its incorporation in California in 1978
and its 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 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 also currently serves as a director, and was formerly the
Chairman,

of Petco Animal Supplies, Inc. In addition, Mr. Galef serves as chairman or a
director of other privately held Spectrum portfolio companies.

Mr. Hoge was elected as the President and Chief Executive Officer of
the Company in June 1996. He became a Director of the Company in July 1996. From
1993 until May 1996, Mr. Hoge was President of the Aerospace Equipment Systems
Division of Allied Signal, Inc. From 1986 to 1993, he was President and Chief
Executive Officer of Onan Corporation, the generator subsidiary of Cummins
Engine Company. He also served as President of Cummins Brasil S.A. for five
years. From 1971, when he first joined Cummins, until 1978, he served in
progressive staff positions, including Manager of Corporate Responsibilities,
and managed the start-up of Cummins' diesel engine factory in Daventry, England.
Mr. Hoge earned a Bachelor's degree in Mathematics from Amherst College in 1967.
He received his MBA in Marketing from Stanford University in 1970, completing
graduate studies in Public Administration at the University of California,
Berkeley, the same year. Mr. Hoge has been serving as a director of Merrill
Corporation since June 1989. He was also a director of Graco Corporation from
1990 to 1993.

Mr. Canova has been Executive Vice President, with responsibility for
the Company's Power Supplies business, since October 1993. He 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. Dundon has been Executive Vice President, with responsibility for
the Company's Motors and Controls business, since November 1986 when Century
Electric, Inc. was acquired by the Company. Prior to the acquisition Mr. Dundon
had been with Gould Inc. and Century Electric since 1971, serving in various
capacities.

Mr. Steiner has been Executive Vice President, with responsibility for
the Company's Lighting Products business, since November 1995. He served as
Senior Vice President, Strategic Planning and Business Development from January
1995 until November 1995, and as Vice President, Strategic Planning and Business
Development from July 1994 until January 1995. Mr. Steiner 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. David was elected to the Company's new position of Senior Vice
President of Human Resources and Administration in July 1996. From 1994 until
July 1996, Mr. David was Vice President of Human Resources of the Aerospace
Equipment Systems Division of AlliedSignal Inc. From 1992 to 1994, Mr. David was
Avionics Group Director of Human Resources and Section Director of Labor
Relations for AlliedSignal Aerospace. From 1981 to 1992, Mr. David held several
domestic and international human resource posts with General Mills Inc.,
including the position of General Mills' Chief Human Resource Officer for
Operations. Prior to that, Mr. David also served in several human resource
positions with Weyerhaeuser Company.

Dr. Levran has been Senior Vice President, Technology since January
1995. He served as Vice President, Technology from July 1993 until January 1995.
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. Reiland has been Senior Vice President since July 1996 and Chief
Financial Officer of the Company since July 1988. Mr. Reiland was also an
Executive Vice President of the Company from July 1993 until July 1996 and
Senior Vice President from July 1989 until July 1993. He was Controller of the
Company from August 1986 to October 1993, 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. Schuster was elected to the Company's new position of Senior Vice
President of Operations in July 1996. From October 1995 to July 1996,
Mr. Schuster was Vice President of Operations of the Aerospace Equipment Systems
Division at AlliedSignal Inc. where he was responsible for 11 sites and
approximately 6,000 employees. Before joining AlliedSignal, Mr. Schuster spent
15 years working for the Naval Systems Division of Westinghouse Electric
Corporation in various positions, including his position as Manager of
Operations from July 1988 to July 1995. He was also appointed to Westinghouse
Electric's Corporate Engineering and Manufacturing Advisory Council in 1992.

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 of the Company since October 1993,
Controller since November 1994 and Operations Controller from October 1993 to
November 1994. 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.

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 Investor 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. 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 September 1996, 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
Years Ended June 30, 1996, 1995 and 1994 17

Consolidated Balance Sheets at June 30,
1996 and 1995 18

Consolidated Statements of Stockholders'
Equity for Years Ended June 30, 1996,
1995 and 1994 20

Consolidated Statements of Cash Flows
for Years Ended June 30, 1996, 1995
and 1994 21

Notes to Consolidated Financial Statements 22

Report of Ernst & Young LLP, Independent
Auditors 39

2. Consolidated Financial Statement Schedules

Report of Ernst & Young, LLP, Independent
Auditors S-1

II -- Valuation and Qualifying Accounts S-2

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-6

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.

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

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

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.

10.1 (6) 1987 Stock Option Plan of MagneTek, Inc. ("1987 Plan").

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

10.3 (8) Amendments No. 3 and 4 to 1987 Plan.

10.4 (9) Amendment No. 5 to 1987 Plan.

10.5 (10) Second Amended and Restated 1989 Incentive Stock Compensation
Plan of MagneTek, Inc. ("1989 Plan").

10.6 (9) Amendment No. 1 to 1989 Plan.

10.7 (9) Standard Terms and Conditions Relating to Non-Qualified Stock
Options, revised as of July 24, 1996, pertaining to the 1987
Plan and the 1989 Plan.

10.8 (9) Form of Non-Qualified Stock Option Agreement Pursuant to the
Second Amended and Restated 1989 Incentive Stock Compensation
Plan of the Company.

10.9 (9) Form of Restricted Stock Agreement Pursuant to the Second
Amended and Restated 1989 Incentive Stock Compensation Plan of
the Company.

10.10 (11) MagneTek, Inc. Non-Employee Director Stock Option Plan.

10.11 (6) Senior Executive Medical Expense Reimbursement Plan for the
Company.

10.12 (7) 1991 Director Incentive Compensation Plan of the Company.

10.13 (12) First Amendment to the 1991 Director Incentive Compensation
Plan of the Company.

10.14 (8) 1991 Discretionary Director Incentive Compensation Plan of the
Company.

10.15 (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.

10.16 (9) Registration Rights Agreement dated as of June 28, 1996 by and
between MagneTek, Inc. and U.S. Trust Company of California,
N.A.

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

10.18 (13) Amendment dated as of January 25, 1995 to the Executive
Management Agreement between the Company and The Spectrum
Group, Inc.

10.19 (14) 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").

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

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

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

10.23 (15) Amendment to Equipment Lease Agreement dated as of August 1,
1993 between the Huntsville IDB and the Company.

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

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

10.26 (17) First, Second and Third Amendments to Lease Agreement.

10.27 (18) Fourth Amendment to Lease Agreement.

10.28 (17) Bond Guaranty Agreement between MagneTek, Inc., as Guarantor
and First Alabama Bank dated as of February 1, 1993 relating
to the Lease Agreement.

10.29 (17) 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").

10.30 (17) First, Second and Third Supplemental Indentures to the
Indenture.

10.31 (18) Fourth Supplemental Indenture to the Indenture.

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

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

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

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

10.36 (13) Credit Agreement dated as of March 31, 1995 between the
Company, Lenders, NationsBank of Texas, N.A., CIBC Inc., The
First National Bank of Chicago and LTCB Trust Company.

10.37 (20) First Amendment to Credit Agreement dated as of November 13,
1995 between the Company, Lenders, NationsBank of Texas, N.A.,
CIBC Inc., The First National Bank of Chicago and LTCB Trust
Company.

10.38 (9) Second Amendment to Credit Agreement dated as of March 31,
1996 between the Company, Lenders, NationsBank of Texas, N.A.,
CIBC Inc., The First National Bank of Chicago and LTCB Trust
Company.

10.39 (9) Third Amendment to Credit Agreement dated as of May 15, 1996
between the Company, Lenders, NationsBank of Texas, N.A., CIBC
Inc., The First National Bank of Chicago and LTCB Trust
Company.

10.40 (9) Fourth Amendment to Credit Agreement dated as of June 30, 1996
between the Company, Lenders, NationsBank of Texas, N.A., CIBC
Inc., The First National Bank of Chicago and LTCB Trust
Company.

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

10.42 (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.

10.43 (19) Lease on Bridgeport, Connecticut facility of Universal
Manufacturing.

10.44 (9) Lease Agreement dated March 18, 1996 between Fujian Fufa
Company Limited and MagneTek Fuzhou Generator Company Limited.

10.45 (19) Lease on Gallman, Mississippi facility of Universal
Manufacturing.

10.46 (22) Lease of LaVergne, Tennessee facility.

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

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

10.49 (24) Lease on McMinnville, Tennessee facility of Century Electric.

10.50 (19) Lease on Mendenhall, Mississippi facility of Universal
Manufacturing.

10.51 (2) Lease on Nashville, Tennessee headquarters facility dated as
of June 30, 1995.

10.52 (25) Lease of facility in New Berlin, Wisconsin.

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

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

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

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

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

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

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

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

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

10.62 (2) Asset Purchase Agreement dated as of May 27, 1994, between the
Company and The Louis Allis Company.

10.63 (2) Asset Purchase Agreement dated as of June 17, 1994, among the
Company, MagneTek Controls, Inc. and Controls Acquisition
Corporation.

10.64 (2) Asset Purchase Agreement dated as of October 31, 1994, among
the Company, MagneTek National Electric Coil, Inc. and Rail
Products International, Inc.

10.65 (2) Asset Purchase Agreement dated as of November 8, 1994, between
the Company and MAS Acquiring Corp.

10.66 (2) Purchase and Sale Agreement dated November 18, 1994, by and
among the Company, MagneTek Tempe, Inc., MagneTek Deutschland
Holding GmbH and PTS, Inc.

10.67 (2) Asset Purchase Agreement dated as of March 6, 1995, by and
between the Company and GN Acquisition Partners, L.P.

10.68 (2) Asset Purchase Agreement dated as of March 13, 1995, among the
Company, MagneTek National Electric Coil, Inc. and 800 King
Avenue Acquisition Corp.

10.69 (2) Asset Purchase Agreement dated as of May 31, 1995, between
MagneTek National Electric Coil, Inc. and The Guardian Resin
Corporation.

10.70 (2) Agreement of Sale dated as of June 23, 1995, between General
Signal Corporation and the Company.

10.71 (2) Asset and Stock Purchase Agreement dated as of September 14,
1995, among the Company, MagneTek National Electric Coil, Inc.
and National Electric Coil Company, L.P.

10.72 (9) Sino-American Equity Joint Venture Contract dated December 17,
1995 between Fujian Fufa Company Limited and the Company for
the Establishment of MagneTek Fuzhou Generator Company
Limited.

10.73 (9) Amended and Restated Asset Purchase Agreement dated as of
February 27, 1996 among MagneTek National Electric Coil, Inc.,
the Company, Eastern Electric Apparatus Repair Company, Inc.
and Grand Eagle Companies Inc.

10.74 (9) Stock Purchase Agreement dated as of June 28, 1996 among
MagneTek National Electric Coil, Inc., the Company, Grand
Eagle Companies North America, Inc. and Grand Eagle Companies,
Inc.

10.75 (9) Amendment No. 1 dated as of June 28, 1996 to Amended and
Restated Asset Purchase Agreement among MagneTek National
Electric Coil, Inc., the Company, Eastern Electric Apparatus
Repair Company, Inc. and Grand Eagle Companies Inc. dated as
of February 27, 1996.

10.76 (9) Asset Purchase Agreement dated as of August 30, 1996 between
the Company and Jefferson Electric, Inc.

13 (9) 1996 Annual Report to Stockholders (pp.12-39).

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

27 (9) Financial Data Schedule.

___________________

(1) Previously filed with the Registration Statement on Form S-3 filed on
August 1, 1991, Commission File No. 33-41854, and incorporated herein by
this reference.

(2) Previously filed with Form 10-K for Fiscal Year ended July 2, 1995 and
incorporated herein by this reference.

(3) Previously filed with Form 10-Q for quarter ended September 30, 1991 and
incorporated herein by this reference.

(4) Previously filed with Amendment No. 1 to Registration Statement filed on
November 8, 1991, Commission File No. 43-43856, and incorporated herein
by this reference.

(5) Previously filed with Amendment No. 1 to Registration Statement filed on
May 10, 1989 and incorporated herein by this reference.

(6) Previously filed with Form 10-K for Fiscal Year ended June 30, 1987 and
incorporated herein by this reference.

(7) Previously filed with Form 10-K for Fiscal Year ended June 30, 1991 and
incorporated herein by this reference.

(8) Previously filed with Form 10-K for Fiscal Year ended June 30, 1992 and
incorporated herein by this reference.

(9) Filed herewith.

(10) Previously filed with Form 10-Q for quarter ended December 31, 1994 and
incorporated herein by this reference.

(11) Previously filed with the Registration Statement on Form S-8 filed on May
17, 1996, Commission File No. 333-04021, and incorporated herein by this
reference.

(12) Previously filed with Form 10-Q for quarter ended March 31, 1994 and
incorporated herein by this reference.

(13) Previously filed with Form 10-Q for quarter ended March 31, 1995 and
incorporated herein by this reference.

(14) Previously filed with Form 10-Q for quarter ended March 31, 1993 and
incorporated herein by this reference.

(15) Previously filed with Form 10-Q for quarter ended September 30, 1993 and
incorporated herein by this reference.

(16) Previously filed with Form 8-K dated January 5, 1990 and incorporated
herein by this reference.

(17) Previously filed with Form 10-K for fiscal year ended June 27, 1993 and
incorporated herein by this reference.

(18) Previously filed with Form 10-K for Fiscal Year ended July 3, 1994 and
incorporated herein by this reference.

(19) Previously filed with Amendment No. 1 to Registration Statement filed on
February 14, 1986 and incorporated herein by this reference.

(20) Previously filed with Form 10-Q for quarter ended December 31, 1995 and
incorporated herein by this reference.

(21) Previously filed with the Registration Statement filed on April 18, 1989
and incorporated herein by this reference.

(22) Previously filed with Form 10-K for Fiscal Year ended July 2, 1989 and
incorporated herein by this reference.

(23) Previously filed with Form 10-K for Fiscal Year ended July 3, 1988 and
incorporated herein by this reference.

(24) Previously filed with Post-Effective Amendment No. 1 to Registration
Statement, filed on August 3, 1987 and incorporated herein by this
reference.

(25) Previously filed with the Registration Statement filed on May 3, 1985 and
incorporated herein by this reference.

(26) Previously filed with Form 10-K for Fiscal Year ended June 30, 1986 and
incorporated herein by this reference.

(27) Previously filed with Form 10-Q for quarter ended September 30, 1986 and
incorporated herein by this reference.

(28) Previously filed with Form 8-K dated December 30, 1986 and incorporated
herein by this reference.

(b) Reports on Form 8-K:

The Company filed no Reports on Form 8-K during the last quarter of the
1996 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
Nashville, State of Tennessee, on the 30th day of September, 1996.

MagneTek, Inc.
(Registrant)

/s/ RONALD N. HOGE
-------------------------------------
Ronald N. Hoge
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 September 30, 1996
- ----------------------------
Andrew G. Galef

/s/ RONALD N. HOGE Chief Executive Officer and September 30, 1996
- ---------------------------- Director (Principal
Ronald N. Hoge Executive Officer)

/s/ DEWAIN K. CROSS Director September 30, 1996
- ----------------------------
Dewain K. Cross

/s/ PAUL J. KOFMEHL Director September 30, 1996
- ----------------------------
Paul J. Kofmehl

/s/ A. CARL KOTCHIAN Director September 30, 1996
- ----------------------------
A. Carl Kotchian

/s/ CROCKER NEVIN Director September 30, 1996
- ----------------------------
Crocker Nevin

/s/ KENNETH A. RUCK Director September 30, 1996
- ----------------------------
Kenneth A. Ruck

/s/ MARGUERITE W. SALLEE Director September 30, 1996
- ----------------------------
Marguerite W. Sallee

/s/ ROBERT E. WYCOFF Director September 30, 1996
- ----------------------------
Robert E. Wycoff

/s/ DAVID P. REILAND Chief Financial Officer September 30, 1996
- ---------------------------- (Principal Financial Officer)
David P. Reiland

/s/ THOMAS R. KMAK Vice President and Controller September 30, 1996
- ---------------------------- (Principal Accounting
Thomas R. Kmak Officer)

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We have audited the consolidated financial statements of MagneTek, Inc. as of
June 30, 1996 and 1995, and for each of the three years in the period ended
June 30, 1996, and have issued our report thereon dated August 20, 1996, except
for the second paragraph of Note 4, as to which the date is September 16, 1996
(incorporated by reference elsewhere in this Annual Report on Form 10-K). Our
audits also included the financial statement schedule listed in Item 14(a) of
this Annual Report on Form 10-K. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP
St. Louis, Missouri
August 20, 1996, except for the second paragraph of Note 4,
as to which the date is September 16, 1996

S-1

SCHEDULE II
MAGNETEK INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1994, 1995 AND 1996
(AMOUNTS IN THOUSANDS)

Balance at Additions Deductions Balance
beginning charged to from at end
June 30, 1994 of year earnings Allowance Other(a) of year
- --------------- ---------------------------------------------------------------------------------------------------

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

June 30, 1995
- ---------------
Allowance for
doubtful $4,745 $4,099 $(4,249) $(174) $4,421
receivables

June 30, 1996
- ---------------
Allowance for
doubtful $4,421 $5,422 $(4,450) $35 $5,428
receivables

(a) Represents primarily opening allowances for doubtful accounts balances of
acquired companies and Foreign Translation Adjustments.

S-2