EXHIBIT 23.2

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the 
Registration Statement (Form S-3) and related Prospectus of MagneTek, Inc. 
for the registration of 750,000 shares of its common stock and to the 
incorporation by reference therein of our reports dated August 20, 1996, 
except for the second paragraph of Note 4, as to which the date is September 
16, 1996, with respect to the consolidated financial statements of MagneTek, 
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year 
ended June 30, 1996 and the related financial statement schedule included 
therein, filed with the Securities and Exchange Commission.



                                       ERNST & YOUNG LLP

St. Louis, Missouri
November 8, 1996