MAGNETEK, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     
     FOR GOOD AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware 
corporation, hereby irrevocably grants to the Optionee named below the 
non-qualified stock option (the "Option") to purchase any part or all of the 
specified number of shares of its $0.01 par value Common Stock upon the terms 
and subject to the conditions set forth in this Agreement, at the specified 
purchase price per share without commission or other charge.  The Option is 
granted pursuant to the plan specified below (the "Plan") and the Standard 
Terms and Conditions promulgated under such Plan.  The terms of the Plan and 
such Standard Terms and Conditions are hereby incorporated herein by 
reference and made a part of this Agreement.  The Committee shall have the 
power to interpret this Agreement.

The Plan:                     Second Amended and Restated 1989 Incentive 
                              Stock Compensation Plan of MagneTek, Inc.

Name of Optionee:        

Social Security Number:       

Number of Shares covered by Option (subject to lapse
provisions and other limitations on exercisability in 
accordance with the terms of the Plan):                          #_______

Purchase Price Per Share:                                        $_______
                             
Minimum Number of Shares Per Partial Exercise:                   100 Shares
                        

The Option shall become exercisable in installments as follows:  

     Until __________, the Option shall not be exercisable to any degree.

     As of ___________, the Option shall become exercisable as to 33 1/3% of the
     Shares covered by the Option.

     As of __________, the Option shall become exercisable as to an additional
     33 1/3% of the Shares covered by the Option.

     As of ___________, the Option shall become exercisable as to the remaining
     33 1/3% of the Shares covered by the Option.


Date of this Agreement (grant date):  ____________



                                        ___________________________________
                                        Optionee Signature
MAGNETEK, INC.
                                        Address (please print):

By______________________________        ___________________________________


By______________________________        ___________________________________


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