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, 1997

OR
/ / 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
NASHVILLE, TENNESSEE 37214
(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
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. / /

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 17, 1997) was $655,970,706.

The number of shares outstanding of the Registrant's Common Stock, as
of September 17, 1997, was 31,088,876 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the MagneTek, Inc. 1997 Annual Report to Shareholders for
the year ended June 30, 1997 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.
1997 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, 1997 are incorporated by reference into Part III
hereof.

MAGNETEK, INC.

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 1997 (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.. . . . . . . . . . . . . . . . . . . . . . . 9

ITEM 6. SELECTED FINANCIAL DATA.. . . . . . . . . . . . . . . . . . . . . 10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.. . . . . . . . . . . . . . . . . . . . 10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.. . . . . . . . . . . 10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . 10

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

ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . 13

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

- - - --------------------------------

(1) The Company uses a 52-53 week fiscal year which ends on the Sunday
nearest June 30. For clarity of presentation, all periods are presented
as if the year ended on June 30. Fiscal years 1997, 1996 and 1995
contained 52 weeks.

PART I

ITEM 1. BUSINESS.

GENERAL

The electrical equipment industry is characterized by diverse markets,
global competition and relatively high barriers to entry due to intensive
capital requirements and required access to market channels. MagneTek, Inc.
("MagneTek" or the "Company") has historically pursued a growth strategy
designed to achieve the size necessary to compete with 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 the Company 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 the 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 outstanding as contemplated by the
restructuring plan.

Ronald Hoge joined the Company as President and CEO in June 1996 and
under his leadership, the Company initiated a review to reposition its
operations, reduce operating costs and improve profitability. Certain reserves
were established in connection with this review (see Note 2 to Consolidated
Financial Statements). During fiscal 1997, the Company commenced a review of
the economic benefits of vertical integration and the cost/quality comparison of
in-house capabilities versus outsourcing. The outcome of this review is
expected to result in an increase in outsourcing. The Company also analyzed
quality systems resulting in the initiation of a "Six Sigma" program to improve
quality performance throughout the Company. Information systems capabilities
were also reviewed and a comprehensive systems upgrade will begin in fiscal
1998.

The Company 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 1997, 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 represented less than 3% of the segment's total net sales in
fiscal 1997. MagneTek has expanded its existing motor and generator operations
in Hungary and maintains a 55% ownership of a joint venture in China

which produces generators for consumption in Asia. One customer, Caterpillar,
Inc., accounted for 16% of the segment's total net sales in fiscal 1997.

MOTOR AND GENERATOR PRODUCTS. During fiscal 1997, sales of Motor and
Generator products represented 83% of Motors and Controls segment revenues.
MagneTek electric motors, most of which use alternating current ("AC") power,
range in size 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. FHP motors are
used in both 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. MagneTek integral-horsepower ("IHP")
motors ranging up to 500 horsepower, are used primarily in commercial HVAC,
mining, petrochemical and commercial laundry applications. MagneTek also
manufactures direct current ("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 73% 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 approximately 3,500 distributors,
primarily for the purpose of replacement.

Generators manufactured by the Company range in size from 50 kilowatts
("KW") to 2,250 KW. Over 93% of generator sales are to Caterpillar, Inc., which
manufactures and sells engine generator units for prime and standby power
applications.

DRIVES AND SYSTEMS. Sales of drives and drive systems accounted for
17% of the Motors and Controls segment's total net sales for fiscal 1997. The
Company's electronic variable speed drives and drive systems adjust and control
the speed and torque of electric motors. They are used in applications
involving HVAC, paper converting, wire drawing, extrusion elevators, machine
tools and material handling equipment. MagneTek drives and drive systems are
sold primarily to OEMs and end users through a specialized engineering oriented
sales force as well as through electrical distributors for industrial plant and
replacement purposes.

BACKLOG. The Company's backlog in the Motors and Control segment as
of June 30, 1997 was $69.6 million compared to $85.3 million at the end of
fiscal 1996. Decreased backlog was primarily a function of reduced lead times
for FHP motors with residential applications. With continued improvement in
cycle times and enhanced production capabilities, overall responsiveness has
improved and has reduced the need for customers to place orders over extended
time frames.

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

LIGHTING PRODUCTS SEGMENT

GENERAL. The Lighting Products segment accounted for 40% of
MagneTek's net revenues in fiscal 1997. 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 1997; and Lithonia Lighting, a domestic lighting fixture
OEM, accounted for 11% of segment sales. The Company is in the process of
relocating certain specialty lighting product lines previously manufactured in
Germany to Hungary to reduce manufacturing costs. This relocation is expected
to be complete by the end of calendar year 1997.

MAGNETIC AND HID BALLASTS. Sales of magnetic ballasts (including HID)
accounted for 50% (40% in the U.S. and 10% in Europe) of the segment's net sales
in fiscal 1997. Magnetic fluorescent ballasts are used primarily in standard
fluorescent lighting fixtures in office, commercial and residential
applications, as well as 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 65%
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 1,600 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 initial costs to consumers are higher than
magnetic ballasts, electronic fluorescent ballasts can provide greater savings
through reduced energy consumption. Sales of electronic ballasts, primarily in
the U.S., accounted for 33% of the segment's total net sales in fiscal 1997.
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. Certain of the recent
repositioning actions taken by the Company are intended to accommodate this
demand change. Electronic ballasts are sold through essentially the same
channels as magnetic ballasts.

On August 28, 1997, the Company announced an agreement with General
Electric Company ("GE") wherein GE will become the exclusive distributor in
North America of the Company's linear electronic ballasts. The product will be
co-branded with the MagneTek and GE names. The Company will continue to sell
magnetic and HID ballasts through its traditional market channels and linear
electronic ballasts directly to OEM customers. The agreement also contemplates
possible future joint product development for electronic lighting products.

BACKLOG. Lighting Products segment backlog as of June 30, l997 was
$29.0 million compared to $31.5 million at the end of fiscal 1996. The backlog
decline reflects a continued trend by customers to demand reduced lead times and
increasing customer responsiveness.

COMPETITION. MagneTek's primary competitors in the lighting ballast
business in the U.S. are Advance Transformer (a division of North American
Phillips) and Motorola, 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 14% of the
Company's net revenues in fiscal 1997. This segment manufactures electronic
power supplies and various small component and specialty transformers. European
operations accounted for 57% of the Power Supplies segment revenues in fiscal
1997. Two customers, IBM (30% of the segment's net sales in fiscal 1997) and
Siemens (14% of the segment's net sales in fiscal year 1997), are important to
the revenue base for the segment. Electronic power supplies manufactured by
MagneTek are used primarily in data processing and telecommunications equipment.
The Company also manufactures power converters for recreational vehicles and
boats, as well as component and specialty transformers incorporated in a wide
range of electronic equipment.

BACKLOG. Power Supplies segment backlog as of June 30, 1997 was $57.5
million compared to $62.2 million as of the end of fiscal 1996. The decrease in
backlog reflects reduced orders in the European operations due to shorter lead
time requirements and the sale of a domestic power distribution transformer
product line.

INTERNATIONAL OPERATIONS

MagneTek's European operations include ballast and power supply
production in Italy, Germany and Hungary and motor manufacturing in the United
Kingdom and Hungary. The Company has initiated generator production in China
and has recently organized a sales office in Hong Kong. In addition, the
Company is continuing to expand its manufacturing capabilities in Mexico.
During the second half of fiscal 1998, MagneTek expects to begin production of
ballasts and power supplies in a facility in Reynosa, Mexico. The Company's
international sales, including sales from domestic operations, during fiscal
1997 accounted for 22% of the Company's net sales.

SUPPLIERS AND RAW MATERIALS

The Company has historically manufactured 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. As described below, based upon an
analysis of the costs and benefits of the Company's historical level of vertical
integration, the Company has begun increasingly to outsource certain component
parts that were previously produced internally.

Virtually all materials and components purchased by the Company are
available from multiple suppliers. During fiscal 1997 approximately 58% of the
Company's cost of sales was for the purchase of direct materials. Production
requirements depend heavily on 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.

The Company has recently entered into agreements with third party
suppliers to provide certain component parts for its ballast products. These
arrangements are expected to allow the Company to capitalize on third party
expertise resulting in lower total costs and higher quality versus internal
product. Outsourcing will continue in those areas where the Company lacks
economics of scale or technical expertise and is expected to apply to all of the
Company's business segments. The Company expects to focus internal production
of components where the Company has competitive advantages in cost, quality and
delivery.

RESEARCH AND DEVELOPMENT

Research and development activities are conducted by the respective
operating divisions and are directed toward enhancement of the 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. Total research and development
expenditures were approximately $23.6 million, $21.5 million and $23.6 million,
respectively for the 1997, 1996 and 1995 fiscal years.

TRADEMARKS AND PATENTS

The Company holds numerous patents and believes that it holds all the
patent, trademark and other intellectual property rights necessary to conduct
its business.

EMPLOYEES

At the end of fiscal 1997, the Company had approximately 1,900
salaried employees and approximately 11,900 hourly employees, of whom
approximately 4,900 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 1997 did not entail
material expenditures, and its remediation activities for fiscal 1998 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 certain waste materials, 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 Inactive

Hazardous Substance 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 onsite and 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.

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 1997, and its indemnification obligations for
fiscal 1998 are not expected to entail material expenditures. Future
expenditures pursuant to such agreements could be material, depending upon the
nature of any future asserted claims subject to indemnification.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" as defined on the
Private Securities Litigation Reform Act of 1995, that are subject to risks and
uncertainties which, in many cases, are beyond the control of the Company.
These include but are not limited to economic conditions in general, business
conditions in electrical and electronic equipment markets, competitive factors
such as pricing and technology, and the risk that the Company's ultimate costs
of doing business exceed present estimates. Further information on factors
which could affect MagneTek's financial results, are described in the Company's
filings with the Securities and Exchange Commission.

ITEM 2. PROPERTIES.

MagneTek'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 shown as leased.

APPROXIMATE
LOCATION LEASE TERM SIZE (SQ. FT.) PRINCIPAL USE
-------- ---------- -------------- -------------

Altavista, Virginia -- 108,000 Motor manufacturing

Bridgeport, Connecticut 1999 100,000 Capacitor manufacturing

APPROXIMATE
LOCATION LEASE TERM SIZE (SQ. FT.) PRINCIPAL USE
-------- ---------- -------------- -------------

Budapest, Hungary 2002 154,000 Motor manufacturing

Cegled, Hungary -- 152,000 Motor manufacturing

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

Gainsborough
Lincolnshire,
England -- 44,000 Motor manufacturing

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

Goodland, Indiana -- 75,000 Component transformer
manufacturing

Gordonsville, Tennessee 2004 68,000 Motor Manufacturing

Huntington, Indiana -- 157,000 Converter and power supply
manufacturing

Huntsville, Alabama -- 75,000 Electronic ballast manufacturing
and power electronics research
and development center

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 2007 251,600 Fluorescent ballast assembly
and distribution center

Milan, Italy -- 53,000 Ballast manufacturing

Nashville, Tennessee 2005 67,000 Corporate headquarters

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

APPROXIMATE
LOCATION LEASE TERM SIZE (SQ. FT.) PRINCIPAL USE
-------- ---------- -------------- -------------

Owosso, Michigan -- 198,000 Motor manufacturing

Pomaz, Hungary 2006, 2007 44,000 Power supply and ballast
manufacturing

Ripley, Tennessee -- 84,000 Motor manufacturing

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

Valdarno, Italy -- 149,000 Power supply manufacturing

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

ITEM 3. LEGAL PROCEEDINGS.

PRODUCTS LIABILITY

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.

ASBESTOS

The Company and certain of its subsidiaries have been named as
defendants in a suit filed by Cooper Industries, Inc. ("Cooper"), alleging
breach of the 1986 agreement by which the Company acquired certain businesses
from Cooper. At issue in the litigation is the question of which party has
responsibility in connection with pending lawsuits (the "asbestos lawsuits")
involving numerous plaintiffs who allege injurious exposure to asbestos
contained in products manufactured by current or former subsidiaries and
divisions of Cooper. Cooper claims that the Company is obligated to defend and
indemnify Cooper in connection with the asbestos lawsuits. The Company has
denied that it is obligated under the agreement to defend and indemnify Cooper
in connection with the asbestos lawsuits, and has filed a counterclaim asserting
that Cooper is obligated under the agreement to defend and indemnify the Company
in connection with the asbestos lawsuits and that certain insurance coverage
available to Cooper should be applied to the asbestos lawsuits. The Company
intends to litigate its position vigorously.

In 1994, the Company sold the assets of one of its subsidiaries to
Patriot Sensors and Controls ("Patriot") pursuant to an agreement which provides
that the parties will share responsibility for most of the asbestos lawsuits
over a five year period, with Patriot bearing full responsibility for the
asbestos lawsuits thereafter. Patriot has stated that it may be financially
unable to perform its indemnification obligations with respect to the asbestos
lawsuits. The Company and Patriot are not currently in litigation.

Due to (i) the early stage of the Cooper litigation, (ii) the
potential that Patriot may or may not perform some or all of its indemnification
obligations to the Company, and

(iii) the ongoing review of strategies and defenses available to the Company in
the asbestos lawsuits, it is difficult to predict the outcome of the foregoing
legal proceedings. However, management of the Company does not believe that the
financial impact of the foregoing legal proceedings will be material.

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 29, 1997.

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 1996 and 1997:

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

September 30, 1996 11-5/8 8-l/8
December 31, 1996 14-1/8 10-5/8
March 31, 1997 18-l/8 12-1/4
June 30, 1997 18-3/8 14-7/8

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

The Company's Common Stock is traded on the New York Stock Exchange
under the ticker symbol "MAG." As of September 12, 1997, there were
approximately 325 record holders of its Common Stock. No cash dividends have
been paid on the Common Stock.

MagneTek 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 1997 bank loan agreement, which provides that the Company may not
declare or pay any dividend or make any distribution with respect to its capital
stock unless (i) 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.

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 1997 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 64 Chairman of the Board of Directors

Ronald N. Hoge 52 President, Chief Executive Officer
and Director

Antonio Canova 55 Executive Vice President

Brian R. Dundon 51 Executive Vice President

Gerard P. Gorman 45 Executive Vice President

John E. Steiner 53 Executive Vice President

Daryl D. David 43 Senior Vice President, Human
Resources and Administration

Alexander Levran, Ph.D. 47 Senior Vice President, Technology

David P. Reiland 43 Senior Vice President and Chief
Financial Officer

James E. Schuster 44 Senior Vice President, Operations

John P. Colling, Jr. 41 Vice President and Treasurer

Nancy M. Falls 41 Vice President, Investor Relations

Thomas R. Kmak 47 Vice President and Controller

NAME AGE POSITION
---- --- --------

Samuel A. Miley 40 Vice President, General Counsel and
Secretary

Dennis L. Hatfield 49 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 and Corporate Governance
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. Gorman joined MagneTek in November 1996 from General Electric
Environmental Services, Inc. ("GEESI"), where he was President. A wholly owned
subsidiary of the General Electric Company, GEESI supplies air pollution control
equipment and services to government, utility and industrial customers
worldwide. From 1991 to 1994, Mr. Gorman was President of Woodward-Clyde
International ("WCI"), a unit of Woodward-

Clyde Group, Inc., and prior to his association with WCI, he served in positions
of increasing responsibility with Ebasco Services, Inc. He holds a BS degree in
Industrial & Mechanical Engineering from Pratt Institute, New York, and an MBA
from New York University, and is a graduate of the International Strategic
Planning Program of the Wharton School of Business.

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 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.

Ms. Falls has been Vice President, Investor Relations since July 1997.
Prior to joining the Company, Ms. Falls spent 13 years with Shawmut Bank where
she served in positions of increasing responsibility, most recently as Senior
Vice President, Loan Syndications, a function which she helped to establish.
From 1981 to 1983, she was Assistant Vice President of Allied Bank
International, New York, following two years as International Credit Manager of
First Tennessee Bank.

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 from
March 1986 until January 1990 and Sidley & Austin in Chicago, Illinois from May
1982 until March 1986.

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. from February 1989 until December 1990 and Schafer Environmental
Associates, Inc. from March 1991 until 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 1997, 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:

Form 10-K Annual Report To
Page Stockholders Page
-------- -----------------
1. Consolidated Financial Statements

Consolidated Statements of Income for Years
Ended June 30, 1997, 1996, and 1995 47

Consolidated Balance Sheets at June 30, 1997
and 1996 48

Consolidated Statements of Stockholders'
Equity for Years Ended June 30, 1997, 1996
and 1995 50

Consolidated Statements of Cash Flows for
Years Ended June 30, 1997, 1996 and 1995 51

Notes to Consolidated Financial Statements 52

Report of Ernst & Young LLP, Independent
Auditors 69

2. Consolidated Financial Statement Schedule

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

Schedule 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 14

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
NUMBER 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.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

4.1 (3) Indenture between the Company and Union Bank, as Trustee,
dated as of November 15, 1991 for $125,000,000 10-3/4% Senior
Subordinated Debentures Due 1998 including form of Debenture
(10-3/4% Indenture).

4.2 (4) Indenture Supplement by and between the Company and Union
Bank, as Trustee, dated June 24, 1997, amending the 10-3/4%
Indenture.

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 (13) MagneTek, Inc. Deferral Investment Plan.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

10.16 (13) MagneTek, Inc. Performance-Based Pension Restoration Plan.

10.17 (14) Form of Rights Agreement dated as of March 4, 1997 by and
between the Company and The Bank of New York, as Rights
Agent.

10.18 (15) MagneTek, Inc. Directors' Deferral Investment Plan.

10.19 (13) Employment Agreement dated as of June 1, 1996 between the
Company and Ronald N. Hoge.

10.20 (4) Unsecured Promissory Note and Loan Agreement dated July 29,
1996 of Ronald N. Hoge.

10.21 (4) Form of Unsecured Promissory Note by Ronald N. Hoge, James E.
Schuster and Daryl D. David, in the aggregate amounts of
$1,317,243, $245,000 and $175,000, respectively.

10.22 (15) Non-Qualified Stock Option Agreement between the Company and
Ronald N. Hoge.

10.23 (15) Non-Qualified Stock Option Agreement between the Company and
Brian R. Dundon.

10.24 (15) Non-Qualified Stock Option Agreement between the Company and
David P. Reiland.

10.25 (15) Non-Qualified Stock Option Agreement between the Company and
John E. Steiner.

10.26 (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.

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

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

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

10.30 (17) 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").

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

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

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

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

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

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

10.36 (19) 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.

10.37 (20) First, Second and Third Amendments to Lease Agreement.

10.38 (21) Fourth Amendment to Lease Agreement.

10.39 (20) Bond Guaranty Agreement between the Company, as Guarantor and
First Alabama Bank dated as of February 1, 1993 relating to
the Lease Agreement.

10.40 (20) 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).

10.41 (20) First, Second and Third Supplemental Indentures to the
Indenture.

10.42 (21) Fourth Supplemental Indenture to the Indenture.

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

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

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

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

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

10.47 (4) Restated Credit Agreement dated as of June 20, 1997 between
the Company, as Borrower, NationsBank of Texas, N.A., as
Agent, CIBC Inc., The First National Bank of Chicago, The
Long-Term Credit Bank of Japan, Ltd., Bankers Trust Company,
Credit Lyonnais -- New York Branch, and Union Bank of
California, N.A., as Co-Agents, and Certain Lenders.

10.48 (4) Guaranty dated as of December 29, 1996 by MagneTek Financial
Services, Inc., as Guarantor, for the benefit of NationsBank,
in its capacity as Agent for the Lenders now or in the future
party to the Credit Agreement dated as of March 31, 1995
between the Company, certain lenders and NationsBank (the
1995 Credit Agreement).

10.49 (4) Security Agreement dated as of December 29, 1996 by the
Company and MagneTek Financial Services, Inc. for the benefit
of NationsBank, in its capacity as Agent for the Lenders now
or in the future party to the 1995 Credit Agreement.

10.50 (4) Security Agreement dated as of March 31, 1995 by the Company
and the other debtors party thereto for the benefit of
NationsBank, in its capacity as Agent for the Lenders now or
in the future party to the 1995 Credit Agreement (the 1995
Security Agreement).

10.51 (4) Supplement to Security Agreement dated as of March 31, 1995
between the Company and NationsBank, in its capacity as Agent
for the Lenders now or in the future party to the 1995 Credit
Agreement, with reference to the 1995 Security Agreement.

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

10.53 (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.

10.54 (22) Lease on Bridgeport, Connecticut facility of Universal
Manufacturing.

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

10.56 (22) Lease on Gallman, Mississippi facility of Universal
Manufacturing.

10.57 (24) Lease of LaVergne, Tennessee facility.

10.58 (21) First Amendment dated August 28, 1991 and Second Amendment
dated February 5, 1993 to Lease on LaVergne, Tennessee
facility.

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

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

10.60 (26) Lease on McMinnville, Tennessee facility of Century Electric.

10.61 (22) Lease on Mendenhall, Mississippi facility of Universal
Manufacturing.

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

10.63 (27) Lease of facility in New Berlin, Wisconsin.

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

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

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

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

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

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

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

10.82 (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.

10.83 (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.

10.84 (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.

10.85 (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.

10.86 (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.

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

11 (4) Computation of Earnings Per Common Share.

13 (4) 1997 Annual Report to Stockholders (pp. 42-69).

22 (4) Subsidiaries of the Company.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

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

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

(4) Filed herewith.

(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) Previously filed with Form 10-K for Fiscal Year ended June 30, 1996 and
incorporated herein by this reference.

(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 December 31, 1996 and
incorporated herein by this reference.

(14) Previously filed with Form 8-K dated March 3, 1997 and incorporated
herein by this reference.

(15) Previously filed with Form 10-Q for quarter ended March 31, 1997 and
incorporated herein by this reference.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(30) 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 29th day of September, 1997.

MagneTek, Inc.
(Registrant)

/s/ Ronald N. Hoge
---------------------------------------
Ronald N. Hoge
President 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 of September 29, 1997
- - - ----------------------------- Directors
Andrew G. Galef

/s/ RONALD N. HOGE President, Chief Executive September 29, 1997
- - - ----------------------------- Officer and Director
Ronald N. Hoge (Principal Executive Officer)

/s/ DEWAIN K. CROSS Director September 29, 1997
- - - -----------------------------
Dewain K. Cross

/s/ PAUL J. KOFMEHL Director September 29, 1997
- - - -----------------------------
Paul J. Kofmehl

/s/ CROCKER NEVIN Director September 29, 1997
- - - -----------------------------
Crocker Nevin

/s/ MARGUERITE W. SALLEE Director September 29, 1997
- - - -----------------------------
Marguerite W. Sallee

/s/ ROBERT E. WYCOFF Director September 29, 1997
- - - -----------------------------
Robert E. Wycoff

/s/ DAVID P. REILAND Senior Vice President and September 29, 1997
- - - ----------------------------- Chief Financial Officer
David P. Reiland (Principal Financial
Officer)

/s/ THOMAS R. KMAK Vice President and September 29, 1997
- - - ----------------------------- Controller (Principal
Thomas R. Kmak Accounting Officer)

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We have audited the consolidated financial statements of MagneTek, Inc. as of
June 30, 1997 and 1996, and for each of the three years in the period ended
June 30, 1997, and have issued our report thereon dated August 18, 1997
(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 18, 1997

S-1

SCHEDULE II

MAGNETEK, INC.

VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED JUNE 30, 1995, 1996 AND 1997

(AMOUNTS IN THOUSANDS)

Balance at Additions Deductions Balance
beginning charged to from at end
June 30, 1995 of year earnings Allowance Other(a) of year
- - - ----------------- ------------------------------------------------------------------------------------------

Allowance for
doubtful
receivables $4,745 $4,099 ($4,249) ($174) $4,421

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

June 30, 1997
- - - -----------------
Allowance for
doubtful
receivables $5,428 $1,102 ($1,203) ($159) $5,168

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

S-2