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                               AMENDMENT NO. 1 TO

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended:  September 30, 1999
                                       OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from
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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 Number)

                                26 Century Blvd.
                           Nashville, Tennessee 37214
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (615) 316-5100
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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
                                       ---  ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, as of November 5,
1999, 24,101,133 shares.
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ITEM 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  10.1     Fourth Amendment dated as of September 27, 1999, to
                           the Restated Credit Agreement dated as of June 20,
                           1997.

                  10.2     1999 Stock Incentive Plan of MagneTek, Inc. (the
                           "1999 Plan").

                  10.3     2000 Employee Stock Plan of MagneTek, Inc. (the "2000
                           Plan").

                  10.4     Standard Terms and Conditions Relating to
                           Non-Qualified Stock Options, effective as of October
                           19, 1999, pertaining to the 1999 Plan and the 2000
                           Plan.

                  27       Financial Data Schedule (Previously filed with Form
                           10-Q for Quarter Ended September 30, 1999 filed on
                           November 10, 1999 and incorporated herein by this
                           reference)

         (b)      Reports on Form 8-K

                  The Company filed a Form 8-K dated August 2, 1999, reporting
                  the sale of its Motors business to A.O. Smith Corporation.


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                                   SIGNATURES

         Pursuant to the requirements 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.

                                                        MAGNETEK, INC.
                                                        (Registrant)

     Date: November 15, 1999                        /s/ David P. Reiland
                                                -------------------------------
                                                       David P. Reiland
                                                   Executive Vice President
                                                  and Chief Financial Officer
                                                (Duly authorized officer of the
                                                   registrant and principal
                                                      financial officer)