<PAGE>

         As filed with the Securities and Exchange Commission on April 28, 1995
                                                    Registration No. 33-________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------
                                 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
                                 (615) 316-5100
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                    Registrant's Principal Executive Offices)
                         -------------------------------
                              AMENDED AND RESTATED
            1989 INCENTIVE STOCK COMPENSATION PLAN OF MAGNETEK, INC.
                            (Full title of the plan)
                        ---------------------------------
                              Samuel A. Miley, Esq.
                  Vice President, General Counsel and Secretary
                                 MAGNETEK, INC.
                              26 Century Boulevard
                                 P.O. Box 290159
                        Nashville, Tennessee  37229-0159
                                 (615) 316-5100
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)
                       ----------------------------------
                                 WITH A COPY TO:
                              Jennifer Bellah, Esq.
                             Gibson, Dunn & Crutcher
                       2029 Century Park East, Suite 4000
                         Los Angeles, California  90067
                                 (310) 552-8500
                        --------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

   Title of Securities         Amount to        Proposed Maximum        Proposed Maximum        Amount of
     to be Registered      be Registration     Offering Price per           Aggregate          Registered
                                                     Share               Offering Price           Fee
- ---------------------------------------------------------------------------------------------------------
   <S>                     <C>               <C>                        <C>                    <C>
      Common Stock          5,000,000 (1)    $14.6875 per share (2)     $73,437,500 (2)         $25,324
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------------
<FN>
(1)  The  number of  shares registered  hereby is  based on  an estimate  of the
     number  of shares as to which options  may be granted under the Amended and
     Restated 1989 Incentive Stock Compensation  Plan of MagneTek, Inc. for  the
     next several years.
(2)  Estimated  in  accordance  with  Rule 457(h)  and  Rule 457(c)  solely  for
     purposes  of calculating the  registration fee and based  on the average of
     the high and low prices of the Common Stock of  the Company on the New York
     Stock Exchange on April 24, 1995 of $14.6875.
</TABLE>

The reoffer prospectus  filed herewith also relates to the Registrant's Form S-8
Registration Statements Nos. 33-34112, 33-44519 and 33-31439.


<PAGE>

                                EXPLANATORY NOTE

          This Registration Statement is being filed by MagneTek, Inc.
("MagneTek" or the "Company") in order to register 5,000,000 shares which have
been reserved for issuance under the Amended and Restated 1989 Incentive Stock
Compensation Plan of MagneTek, Inc. (the "1989 Stock Plan"). The additional
shares of Common Stock that may become available for purchase in accordance with
the provisions of the 1989 Stock Plan in the event of certain changes in the
outstanding shares of Common Stock of MagneTek, including, among other things,
stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations, are also being registered. The 1989 Stock Plan provides that
the maximum number of shares as to which options or other awards may be granted
will not exceed (a) the 1,250,000 shares previously authorized for issuance
under the 1989 Plan and registered under MagneTek's Registration Statement on
Form S-8 (No. 33-34112) plus (b) an amount of shares determined and added
annually pursuant to a formula based upon a percentage of MagneTek, Inc.'s
outstanding Common Stock, 3,750,000 of which shares have previously been
registered under MagneTek's Registration Statements on Form S-8 (Nos. 33-34112
and 33-44519).

          The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under the
1989 Stock Plan and the 1987 Stock Option Plan of MagneTek by persons who may be
considered affiliates of MagneTek, as defined in Rule 405 under the Securities
Act of 1933, as amended.

          In addition to this registration statement, the reoffer prospectus
filed herewith relates to the following Form S-8 Registration Statements of
MagneTek: Nos. 33-34112 and 33-44519 (relating to the 1989 Stock Plan) and 33-
31439 (relating to the 1987 Stock Option Plan).


<PAGE>

REOFFER PROSPECTUS
                                 MAGNETEK, INC.
                                  COMMON STOCK
                                ($.01 PAR VALUE)
                                 868,095 SHARES

          This Prospectus relates to 868,095 shares of Common Stock, par value
$.01 per share ("Common Stock"), of MagneTek, Inc. ("MagneTek" or the "Company")
which have previously been issued or may in the future be issued pursuant to
awards granted to date under the Company's 1987 Stock Option Plan and Amended
and Restated 1989 Incentive Stock Compensation Plan (the "Plans") to, and which
may be offered for resale from time to time by, certain employees of the Company
and its subsidiaries named in "Selling Stockholders" and Annex 1 hereto (the
"Selling Stockholders").

          The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with this Prospectus. The Selling
Stockholders will pay the other costs, if any, associated with any sale of the
Securities.

          See "Special Factors" for certain considerations relevant to an
investment in the Securities.

          The  Common Stock is  listed on the  New York Stock  Exchange
(Symbol:MAG).

                        ________________________________

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                       COMMISSION PASSED UPON THE ACCURACY
                      OR ADEQUACY OF THIS PROSPECTUS.  ANY
                       REPRESENTATION TO THE CONTRARY IS
                               A CRIMINAL OFFENSE
                         _______________________________

                 The date of this Prospectus is April 28, 1995.


<PAGE>

                                    AVAILABLE INFORMATION

          The Company  has filed  separate Registration  Statements on  Form S-8
relating to each  Plan (collectively,  the "Registration  Statements") with  the
Securities  and Exchange Commission (the "Commission")  under the Securities Act
of 1933,  as amended  (the  "Securities Act"),  with respect  to the  Securities
covered  by  this Prospectus.   This  Prospectus  omits certain  information and
exhibits  included  in  the Registration  Statements,  copies  of  which may  be
obtained upon  payment of a fee prescribed by  the Commission or may be examined
free of charge at the principal office of the Commission in Washington, D.C.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed with
the Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511 and at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

          The Company's Common Stock is listed on the New York Stock Exchange
(Symbol: MAG), and reports and information concerning the Company can be
inspected at such exchange, 20 Broad Street, New York, New York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus:

          (i)   The Annual Report on Form 10-K for the fiscal year ended July 3,
1994, including the Financial Statements and the Report of Ernst & Young LLP,
Independent Auditors, of the Company's 1994 Annual Report to Shareholders
incorporated by reference in such Annual Report on Form 10-K, and the portions
of the Company's Proxy Statement dated October 28, 1994 incorporated by
reference in such Annual Report on Form 10-K;

          (ii) The Registration Statement on Form 8-A filed April 21, 1989;

         (iii) The Quarterly Report on Form 10-Q filed  September 30, 1994;
and

          (iv) All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
Securities offered hereby have been sold or which deregisters all Securities
then remaining unsold.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.


                                        2


<PAGE>

          Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to MagneTek, Inc., Attention:  General Counsel, 26 Century Boulevard,
P.O. Box 290159, Nashville, Tennessee, 37229-0159, telephone number (615) 316-
5100.

                                   THE COMPANY

          MagneTek, which was organized in 1984, manufactures and markets a
diverse group of electrical equipment products.  The Company's principal
executive offices are located at 26 Century Boulevard, P.O. Box 290159,
Nashville, Tennessee, 37229-0159, and its telephone number is (615) 316-5100.
Additional information regarding the Company is set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended July 3, 1994 (which is
incorporated herein by reference).

                                 SPECIAL FACTORS

          Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus, the
following information before purchasing the Securities offered hereby.

LEVERAGE
          As of March 31, 1995, the Company had long-term debt, including
current portion, of approximately $457 million.  This leverage increases the
Company's sensitivity to fluctuations in operating income and interest rates.

                              SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of March 1, 1995
or a subsequent date if amended or supplemented, (a) the name of each Selling
Stockholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Stockholder
beneficially owned prior to this offering (assuming that all options to acquire
shares are exercisable within 60 days, although options actually vest over four
years), (c) the number of Securities offered pursuant to this Prospectus by each
Selling Stockholder; and (d) the amount and the percentage of the Company's
Common Stock that would be owned by each Selling Stockholder after completion of
this offering.  The information contained in Annex I may be amended or
supplemented from time to time.

                                 USE OF PROCEEDS

          The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

          Sales of the Securities offered hereby may be made on the New York
Stock Exchange or the over-the-counter market or otherwise at prices and on
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions.  In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus. The Company will not receive any
part of the proceeds of the sales made hereunder.  All expenses associated with
this


                                        3
<PAGE>

Prospectus are being borne by the Company, but all selling and other expenses
incurred by a Selling Stockholder will be borne by such stockholder.

          The Securities may be sold in (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (c) an exchange distribution in
accordance with the rules of such exchange, and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases.  In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange  for other brokers or dealers to participate.  Certain Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell Securities upon such terms and conditions as shall be
set forth in any Prospectus Supplement. Underwriters, brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to sale. Such underwriters, brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales and any
discounts and commissions received by them and any profit realized by them on
the resale of the Securities may be deemed to be underwriting discounts and
commissions under the Securities Act.

          There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all of the Securities covered by this Prospectus.

                                  LEGAL OPINION

          The validity of the Common Stock has been passed upon for the Company
by Samuel A. Miley,  its Vice President, General Counsel and Secretary. Mr.
Miley owns 400 shares of Common Stock and options to purchase 49,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan.



                                        4
<PAGE>

                                     ANNEX I
<TABLE>
<CAPTION>
                                                                                                 Shares to be Beneficially
                                                              Shares of Common                    Owned upon Completion of
                                                             Stock Beneficially                        Offering (2)(4)
                                                                                                ---------------------------
                           Relationship to Company During       Owned as of     Shares Offered
 Selling Stockholder(1)           Last Three Years            March 1, 1995(2)     Hereby(3)       Number        Percent
- ------------------------ ---------------------------------- ------------------- --------------- ------------ --------------
<S>                      <C>                                <C>                 <C>             <C>          <C>
Antonio Canova           Executive Vice President since            44,100           44,100          ---
                         10/93

John P. Colling, Jr.     Vice President since 7/90;                61,575           60,275         1,300             *
                         Treasurer since 6/89

C. Ore Davis             Executive Vice President since          201,738(5)         160,000      41,738(5)           *
                         8/93; Senior Vice President and
                         Chief Administrative Officer from
                         7/89 to 7/93

Brian R. Dundon          Executive Vice President since          294,400(5)         164,275     130,125(5)           *
                         7/93; Executive Vice President,
                         Motors and Controls from 11/86 to
                         7/93

Dennis L. Hatfield       Assistant Vice President, Facilities      13,000           14,000          ---
                         & Environmental Affairs since
                         8/92

Thomas R. Kmak           Vice President and Operations             29,350           26,250         3,100             *
                         Controller since 10/93; Vice
                         President Operational Finance
                         from 7/92 to 10/93

Alexander Levran         Senior Vice President, Technology         38,750           38,000          750
                         since 1/95; Vice President,
                         Technology from 7/93 to 1/95

Ronald W. Mathewson      Executive Vice President since            70,000           50,000        20,000             *
                         6/94

Samuel A. Miley          Vice President, General Counsel           49,400           49,000          400              *
                         and Secretary since 2/90

Robert W. Murray         Vice President, Communications &          53,775           53,275          500
                         Public Relations since 4/87

David P. Reiland         Executive Vice President since          199,375(4)         155,000      44,375(4)           *
                         7/93; Chief Financial Officer since
                         7/88; Senior Vice President from
                         7/89 to 7/93

John E. Steiner          Senior Vice President, Strategic          54,195           53,920          275              *
                         Planning and Business
                         Development since 1/95; Vice
                         President, Strategic Planning and
                         Business Development from 7/94
                         to 1/95; Vice President, Drives
                         and Magnetics from 11/93 to 7/94;
                         Vice President and General
                         Manager, Drives and Systems from
                         10/90 to 11/93

- --------------------------------
The footnotes appear on the following page.


                                Annex I - Page 1

<PAGE>

<FN>
*    Less than one percent.

(1)  Does not include holders of less than 1,000 shares of Common Stock who may
     use this Prospectus to reoffer and resell up to 1,000 shares of Common
     Stock.

(2)  Assumes that all options to acquire shares are exercisable within 60 days,
     although options actually vest over four years.  Includes, for certain
     Selling Stockholders, shares held by limited partnerships, trusts or
     spouses, as to which such Selling Stockholders disclaim beneficial
     ownership.  Excludes shares held in the MagneTek FlexCare Plus Retirement
     Savings Plan, if any.

(3)  Assumes that all options to acquire shares are exercisable immediately and
     and that all restrictions upon restricted stock awards have lapsed.

(4)  Assumes that all outstanding options are exercised and all shares offered
     hereby are sold, that no additional shares will be acquired and that no
     shares other than those offered hereby will be sold.

(5)  Amount includes shares registered under other registration statements filed
     under the Securities Act for possible offer and sale.  Messrs. Davis,
     Dundon and Reiland hold 41,738, 129,125 and 44,375 shares, respectively,
     registered under such other registration statements.
</TABLE>

                                 Annex I - Page 2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Registration Statement:

          (i)    The Annual Report on Form 10-K for the fiscal year ended July
3, 1994, including the Financial Statements and the Report of Ernst & Young LLP,
Independent Auditors, of the Company's 1994 Annual Report to Shareholders
incorporated by reference in such Annual Report on Form 10-K, and the portions
of the Company's Proxy Statement dated October 28, 1994 incorporated by
reference in such Annual Report on Form 10-K;

          (ii)   The Registration Statement on Form 8-A filed April 21, 1989;

          (iii)  The Quarterly Report on Form 10-Q filed September 30, 1994; and

          (iv)   All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all Securities offered hereby have been sold or which deregisters all
Securities then remaining unsold.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock has been passed upon for the Company
by Samuel A. Miley, its Vice President, General Counsel and Secretary.  Mr.
Miley owns 400 shares of Common Stock and options to purchase 49,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that a director of the Company
shall not be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, including grossly negligent business
judgments made in good faith, except for liability (i) for breach of the duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (governing
distributions to stockholders), or (iv) for any transaction for which a director
derives an improper personal benefit.  In addition, Section 145 of the Delaware
General Corporation Law and Article III, Section 13 of the Company's Bylaws,
under certain circumstances, provide for the indemnification of the Company's
officers, directors, employees, and agents against liabilities which they may
incur in such capacities.  A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article III, Section 13 of the
Company's Bylaws (filed as Exhibit 3.5 to the Company's Registration Statement
on Form S-1 as filed with the Commission on April 18, 1989), which is
incorporated by reference herein).


                                      II-1

<PAGE>

          In general, any officer, director, employee or agent may be
indemnified against expenses including attorneys' fees, fines, settlements or
judgments which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of the Company, to which
he was a party as a result of such relationship, if he acted in good faith, and
in a manner he believed to be in the Company's best interest and not unlawful.
If the action is brought by or on behalf of the Company, the person to be
indemnified must have acted in good faith, in a manner he believed to have been
in the Company's best interest and must have been adjudged liable for negligence
or misconduct.

          Indemnification shall be granted by the Company if the Board of
Directors or the stockholders of the Company determine in good faith, or
independent legal counsel for the Company opines in writing, that the standards
for indemnification have been met.  A successful defense is deemed conclusive
evidence of a person's right to be indemnified against expenses.

          The Company may advance funds to pay the expenses of any person
involved in such action provided that the Company receives an undertaking that
the person will repay the advanced funds if it is ultimately determined that he
is not entitled to indemnification.

          Indemnification may also be granted pursuant to provisions of Bylaws
which may be adopted in the future, pursuant to the terms of agreements which
may be entered into in the future or pursuant to a vote of stockholders or
disinterested directors.  The statutory provisions cited above and the
referenced portion of the Bylaws also grant the power to the Company to purchase
and maintain insurance which protects its officers, directors, employees and
agents against any liabilities incurred in connection with their services in
such a position.  Such an insurance policy has been obtained by the Company.

ITEM 8.   EXHIBITS.

          The Exhibit Index appears on page II-6.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

              (i)     To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)    To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

              (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial BONA FIDE offering thereof.


                                      II-2

<PAGE>

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 28th day of
April, 1995.
                                               MAGNETEK, INC.

                                             By: /s/ David P. Reiland
                                                ---------------------
                                                 David P. Reiland
                                           Executive Vice President and
                                              Chief Financial Officer

                                POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
David P. Reiland and Samuel A. Miley his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might, or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated below.


               Signature       TITLE                           DATE

     /s/ Andrew G. Galef       Chairman of the Board,          April 28, 1995
- -----------------------------    Chief Executive Officer and
        Andrew G. Galef          Director (Principal
                                 Executive Officer)

     /s/ David P. Reiland      Executive Vice President and    April 28, 1995
- -----------------------------    Chief Financial Officer
        David P. Reiland         (Principal Financial Officer)

     /s/ Thomas R. Kmak        Vice President and Controller   April 28, 1995
- -----------------------------    (Principal Accounting
        Thomas R. Kmak           Officer)

     /s/ Dewain K. Cross       Director                        April 28, 1995
- -----------------------------
        Dewain K. Cross

     /s/ Charles H. Dean, Jr.  Director                        April 28, 1995
- -----------------------------
       Charles H. Dean, Jr.

     /s/ Paul J. Kofmehl       Director                        April 28, 1995
- -----------------------------
        Paul J. Kofmehl


                                      II-4

<PAGE>

     /s/ A. Carl Kotchian      Director                        April 28, 1995
- -----------------------------
       A. Carl Kotchian

     /s/ Crocker Nevin         Director                        April 28, 1995
- -----------------------------
        Crocker Nevin

     /s/ Kenneth A. Ruck       Director                        April 28, 1995
- -----------------------------
       Kenneth A. Ruck

     /s/ Marguerite W. Salee   Director                        April 28, 1995
- -----------------------------
       Marguerite W. Sallee


                                      II-5

<PAGE>

                                INDEX TO EXHIBITS


Exhibit                            DESCRIPTION
NUMBER


4 (1)   Amended and Restated 1989 Incentive Stock Compensation Plan.

5       Opinion of Samuel A. Miley, Esq.

23.1    Consent of Ernst & Young LLP, Independent Auditors.

23.2    Consent of Samuel A. Miley (included in Exhibit 5.1).

24      Power of Attorney (included on Signature Pages).


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

(1)  Previously filed with Form 10-Q for quarter ended December 31, 1994.


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 37125}]
{"company-data": {"conformed-name": "MAGNETEK INC", "cik": "0000751085", "assigned-sic": "3621", "irs-number": "953917584", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58929", "film-number": "95532864"}, "business-address": {"street1": "11150 SANTA MONICA BLVD - 15TH FLR", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "3104736681"}, "mail-address": {"street1": "11150 SANTA MONICA BOULEVARD", "street2": "15TH FLOOR", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}}
As filed with the Securities and Exchange Commission on April 28, 1995
                                                    Registration No. 33-________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------
                                 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
                                 (615) 316-5100
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                    Registrant's Principal Executive Offices)
                         -------------------------------
                              AMENDED AND RESTATED
            1989 INCENTIVE STOCK COMPENSATION PLAN OF MAGNETEK, INC.
                            (Full title of the plan)
                        ---------------------------------
                              Samuel A. Miley, Esq.
                  Vice President, General Counsel and Secretary
                                 MAGNETEK, INC.
                              26 Century Boulevard
                                 P.O. Box 290159
                        Nashville, Tennessee  37229-0159
                                 (615) 316-5100
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)
                       ----------------------------------
                                 WITH A COPY TO:
                              Jennifer Bellah, Esq.
                             Gibson, Dunn & Crutcher
                       2029 Century Park East, Suite 4000
                         Los Angeles, California  90067
                                 (310) 552-8500
                        --------------------------------
                         CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

   Title of Securities         Amount to        Proposed Maximum        Proposed Maximum        Amount of
     to be Registered      be Registration     Offering Price per           Aggregate          Registered
                                                     Share               Offering Price           Fee
- ---------------------------------------------------------------------------------------------------------
Common Stock          5,000,000 (1)    $14.6875 per share (2)     $73,437,500 (2)         $25,324
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------------
(1)  The  number of  shares registered  hereby is  based on  an estimate  of the
     number  of shares as to which options  may be granted under the Amended and
     Restated 1989 Incentive Stock Compensation  Plan of MagneTek, Inc. for  the
     next several years.
(2)  Estimated  in  accordance  with  Rule 457(h)  and  Rule 457(c)  solely  for
     purposes  of calculating the  registration fee and based  on the average of
     the high and low prices of the Common Stock of  the Company on the New York
     Stock Exchange on April 24, 1995 of $14.6875.
The reoffer prospectus  filed herewith also relates to the Registrant's Form S-8
Registration Statements Nos. 33-34112, 33-44519 and 33-31439.
EXPLANATORY NOTE

          This Registration Statement is being filed by MagneTek, Inc.
("MagneTek" or the "Company") in order to register 5,000,000 shares which have
been reserved for issuance under the Amended and Restated 1989 Incentive Stock
Compensation Plan of MagneTek, Inc. (the "1989 Stock Plan"). The additional
shares of Common Stock that may become available for purchase in accordance with
the provisions of the 1989 Stock Plan in the event of certain changes in the
outstanding shares of Common Stock of MagneTek, including, among other things,
stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations, are also being registered. The 1989 Stock Plan provides that
the maximum number of shares as to which options or other awards may be granted
will not exceed (a) the 1,250,000 shares previously authorized for issuance
under the 1989 Plan and registered under MagneTek's Registration Statement on
Form S-8 (No. 33-34112) plus (b) an amount of shares determined and added
annually pursuant to a formula based upon a percentage of MagneTek, Inc.'s
outstanding Common Stock, 3,750,000 of which shares have previously been
registered under MagneTek's Registration Statements on Form S-8 (Nos. 33-34112
and 33-44519).

          The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under the
1989 Stock Plan and the 1987 Stock Option Plan of MagneTek by persons who may be
considered affiliates of MagneTek, as defined in Rule 405 under the Securities
Act of 1933, as amended.

          In addition to this registration statement, the reoffer prospectus
filed herewith relates to the following Form S-8 Registration Statements of
MagneTek: Nos. 33-34112 and 33-44519 (relating to the 1989 Stock Plan) and 33-
31439 (relating to the 1987 Stock Option Plan).
REOFFER PROSPECTUS
                                 MAGNETEK, INC.
                                  COMMON STOCK
                                ($.01 PAR VALUE)
                                 868,095 SHARES

          This Prospectus relates to 868,095 shares of Common Stock, par value
$.01 per share ("Common Stock"), of MagneTek, Inc. ("MagneTek" or the "Company")
which have previously been issued or may in the future be issued pursuant to
awards granted to date under the Company's 1987 Stock Option Plan and Amended
and Restated 1989 Incentive Stock Compensation Plan (the "Plans") to, and which
may be offered for resale from time to time by, certain employees of the Company
and its subsidiaries named in "Selling Stockholders" and Annex 1 hereto (the
"Selling Stockholders").

          The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with this Prospectus. The Selling
Stockholders will pay the other costs, if any, associated with any sale of the
Securities.

          See "Special Factors" for certain considerations relevant to an
investment in the Securities.

          The  Common Stock is  listed on the  New York Stock  Exchange
(Symbol:MAG).

                        ________________________________

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                       COMMISSION PASSED UPON THE ACCURACY
                      OR ADEQUACY OF THIS PROSPECTUS.  ANY
                       REPRESENTATION TO THE CONTRARY IS
                               A CRIMINAL OFFENSE
                         _______________________________

                 The date of this Prospectus is April 28, 1995.
AVAILABLE INFORMATION

          The Company  has filed  separate Registration  Statements on  Form S-8
relating to each  Plan (collectively,  the "Registration  Statements") with  the
Securities  and Exchange Commission (the "Commission")  under the Securities Act
of 1933,  as amended  (the  "Securities Act"),  with respect  to the  Securities
covered  by  this Prospectus.   This  Prospectus  omits certain  information and
exhibits  included  in  the Registration  Statements,  copies  of  which may  be
obtained upon  payment of a fee prescribed by  the Commission or may be examined
free of charge at the principal office of the Commission in Washington, D.C.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed with
the Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511 and at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

          The Company's Common Stock is listed on the New York Stock Exchange
(Symbol: MAG), and reports and information concerning the Company can be
inspected at such exchange, 20 Broad Street, New York, New York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus:

          (i)   The Annual Report on Form 10-K for the fiscal year ended July 3,
1994, including the Financial Statements and the Report of Ernst & Young LLP,
Independent Auditors, of the Company's 1994 Annual Report to Shareholders
incorporated by reference in such Annual Report on Form 10-K, and the portions
of the Company's Proxy Statement dated October 28, 1994 incorporated by
reference in such Annual Report on Form 10-K;

          (ii) The Registration Statement on Form 8-A filed April 21, 1989;

         (iii) The Quarterly Report on Form 10-Q filed  September 30, 1994;
and

          (iv) All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
Securities offered hereby have been sold or which deregisters all Securities
then remaining unsold.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

                                        2
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to MagneTek, Inc., Attention:  General Counsel, 26 Century Boulevard,
P.O. Box 290159, Nashville, Tennessee, 37229-0159, telephone number (615) 316-
5100.

                                   THE COMPANY

          MagneTek, which was organized in 1984, manufactures and markets a
diverse group of electrical equipment products.  The Company's principal
executive offices are located at 26 Century Boulevard, P.O. Box 290159,
Nashville, Tennessee, 37229-0159, and its telephone number is (615) 316-5100.
Additional information regarding the Company is set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended July 3, 1994 (which is
incorporated herein by reference).

                                 SPECIAL FACTORS

          Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus, the
following information before purchasing the Securities offered hereby.

LEVERAGE
          As of March 31, 1995, the Company had long-term debt, including
current portion, of approximately $457 million.  This leverage increases the
Company's sensitivity to fluctuations in operating income and interest rates.

                              SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of March 1, 1995
or a subsequent date if amended or supplemented, (a) the name of each Selling
Stockholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Stockholder
beneficially owned prior to this offering (assuming that all options to acquire
shares are exercisable within 60 days, although options actually vest over four
years), (c) the number of Securities offered pursuant to this Prospectus by each
Selling Stockholder; and (d) the amount and the percentage of the Company's
Common Stock that would be owned by each Selling Stockholder after completion of
this offering.  The information contained in Annex I may be amended or
supplemented from time to time.

                                 USE OF PROCEEDS

          The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

          Sales of the Securities offered hereby may be made on the New York
Stock Exchange or the over-the-counter market or otherwise at prices and on
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions.  In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus. The Company will not receive any
part of the proceeds of the sales made hereunder.  All expenses associated with
this

                                        3
Prospectus are being borne by the Company, but all selling and other expenses
incurred by a Selling Stockholder will be borne by such stockholder.

          The Securities may be sold in (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (c) an exchange distribution in
accordance with the rules of such exchange, and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases.  In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange  for other brokers or dealers to participate.  Certain Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell Securities upon such terms and conditions as shall be
set forth in any Prospectus Supplement. Underwriters, brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to sale. Such underwriters, brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales and any
discounts and commissions received by them and any profit realized by them on
the resale of the Securities may be deemed to be underwriting discounts and
commissions under the Securities Act.

          There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all of the Securities covered by this Prospectus.

                                  LEGAL OPINION

          The validity of the Common Stock has been passed upon for the Company
by Samuel A. Miley,  its Vice President, General Counsel and Secretary. Mr.
Miley owns 400 shares of Common Stock and options to purchase 49,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan.

                                        4
ANNEX I
Shares to be Beneficially
                                                              Shares of Common                    Owned upon Completion of
                                                             Stock Beneficially                        Offering (2)(4)
                                                                                                ---------------------------
                           Relationship to Company During       Owned as of     Shares Offered
 Selling Stockholder(1)           Last Three Years            March 1, 1995(2)     Hereby(3)       Number        Percent
- ------------------------ ---------------------------------- ------------------- --------------- ------------ --------------
Antonio Canova           Executive Vice President since            44,100           44,100          ---
                         10/93

John P. Colling, Jr.     Vice President since 7/90;                61,575           60,275         1,300             *
                         Treasurer since 6/89

C. Ore Davis             Executive Vice President since          201,738(5)         160,000      41,738(5)           *
                         8/93; Senior Vice President and
                         Chief Administrative Officer from
                         7/89 to 7/93

Brian R. Dundon          Executive Vice President since          294,400(5)         164,275     130,125(5)           *
                         7/93; Executive Vice President,
                         Motors and Controls from 11/86 to
                         7/93

Dennis L. Hatfield       Assistant Vice President, Facilities      13,000           14,000          ---
                         & Environmental Affairs since
                         8/92

Thomas R. Kmak           Vice President and Operations             29,350           26,250         3,100             *
                         Controller since 10/93; Vice
                         President Operational Finance
                         from 7/92 to 10/93

Alexander Levran         Senior Vice President, Technology         38,750           38,000          750
                         since 1/95; Vice President,
                         Technology from 7/93 to 1/95

Ronald W. Mathewson      Executive Vice President since            70,000           50,000        20,000             *
                         6/94

Samuel A. Miley          Vice President, General Counsel           49,400           49,000          400              *
                         and Secretary since 2/90

Robert W. Murray         Vice President, Communications &          53,775           53,275          500
                         Public Relations since 4/87

David P. Reiland         Executive Vice President since          199,375(4)         155,000      44,375(4)           *
                         7/93; Chief Financial Officer since
                         7/88; Senior Vice President from
                         7/89 to 7/93

John E. Steiner          Senior Vice President, Strategic          54,195           53,920          275              *
                         Planning and Business
                         Development since 1/95; Vice
                         President, Strategic Planning and
                         Business Development from 7/94
                         to 1/95; Vice President, Drives
                         and Magnetics from 11/93 to 7/94;
                         Vice President and General
                         Manager, Drives and Systems from
                         10/90 to 11/93

- --------------------------------
The footnotes appear on the following page.

                                Annex I - Page 1
*    Less than one percent.

(1)  Does not include holders of less than 1,000 shares of Common Stock who may
     use this Prospectus to reoffer and resell up to 1,000 shares of Common
     Stock.

(2)  Assumes that all options to acquire shares are exercisable within 60 days,
     although options actually vest over four years.  Includes, for certain
     Selling Stockholders, shares held by limited partnerships, trusts or
     spouses, as to which such Selling Stockholders disclaim beneficial
     ownership.  Excludes shares held in the MagneTek FlexCare Plus Retirement
     Savings Plan, if any.

(3)  Assumes that all options to acquire shares are exercisable immediately and
     and that all restrictions upon restricted stock awards have lapsed.

(4)  Assumes that all outstanding options are exercised and all shares offered
     hereby are sold, that no additional shares will be acquired and that no
     shares other than those offered hereby will be sold.

(5)  Amount includes shares registered under other registration statements filed
     under the Securities Act for possible offer and sale.  Messrs. Davis,
     Dundon and Reiland hold 41,738, 129,125 and 44,375 shares, respectively,
     registered under such other registration statements.
Annex I - Page 2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Registration Statement:

          (i)    The Annual Report on Form 10-K for the fiscal year ended July
3, 1994, including the Financial Statements and the Report of Ernst & Young LLP,
Independent Auditors, of the Company's 1994 Annual Report to Shareholders
incorporated by reference in such Annual Report on Form 10-K, and the portions
of the Company's Proxy Statement dated October 28, 1994 incorporated by
reference in such Annual Report on Form 10-K;

          (ii)   The Registration Statement on Form 8-A filed April 21, 1989;

          (iii)  The Quarterly Report on Form 10-Q filed September 30, 1994; and

          (iv)   All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all Securities offered hereby have been sold or which deregisters all
Securities then remaining unsold.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock has been passed upon for the Company
by Samuel A. Miley, its Vice President, General Counsel and Secretary.  Mr.
Miley owns 400 shares of Common Stock and options to purchase 49,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that a director of the Company
shall not be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, including grossly negligent business
judgments made in good faith, except for liability (i) for breach of the duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (governing
distributions to stockholders), or (iv) for any transaction for which a director
derives an improper personal benefit.  In addition, Section 145 of the Delaware
General Corporation Law and Article III, Section 13 of the Company's Bylaws,
under certain circumstances, provide for the indemnification of the Company's
officers, directors, employees, and agents against liabilities which they may
incur in such capacities.  A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article III, Section 13 of the
Company's Bylaws (filed as Exhibit 3.5 to the Company's Registration Statement
on Form S-1 as filed with the Commission on April 18, 1989), which is
incorporated by reference herein).

                                      II-1
In general, any officer, director, employee or agent may be
indemnified against expenses including attorneys' fees, fines, settlements or
judgments which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of the Company, to which
he was a party as a result of such relationship, if he acted in good faith, and
in a manner he believed to be in the Company's best interest and not unlawful.
If the action is brought by or on behalf of the Company, the person to be
indemnified must have acted in good faith, in a manner he believed to have been
in the Company's best interest and must have been adjudged liable for negligence
or misconduct.

          Indemnification shall be granted by the Company if the Board of
Directors or the stockholders of the Company determine in good faith, or
independent legal counsel for the Company opines in writing, that the standards
for indemnification have been met.  A successful defense is deemed conclusive
evidence of a person's right to be indemnified against expenses.

          The Company may advance funds to pay the expenses of any person
involved in such action provided that the Company receives an undertaking that
the person will repay the advanced funds if it is ultimately determined that he
is not entitled to indemnification.

          Indemnification may also be granted pursuant to provisions of Bylaws
which may be adopted in the future, pursuant to the terms of agreements which
may be entered into in the future or pursuant to a vote of stockholders or
disinterested directors.  The statutory provisions cited above and the
referenced portion of the Bylaws also grant the power to the Company to purchase
and maintain insurance which protects its officers, directors, employees and
agents against any liabilities incurred in connection with their services in
such a position.  Such an insurance policy has been obtained by the Company.

ITEM 8.   EXHIBITS.

          The Exhibit Index appears on page II-6.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

              (i)     To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)    To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

              (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial BONA FIDE offering thereof.

                                      II-2
(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 28th day of
April, 1995.
                                               MAGNETEK, INC.

                                             By: /s/ David P. Reiland
                                                ---------------------
                                                 David P. Reiland
                                           Executive Vice President and
                                              Chief Financial Officer

                                POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
David P. Reiland and Samuel A. Miley his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might, or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated below.

               Signature       TITLE                           DATE

     /s/ Andrew G. Galef       Chairman of the Board,          April 28, 1995
- -----------------------------    Chief Executive Officer and
        Andrew G. Galef          Director (Principal
                                 Executive Officer)

     /s/ David P. Reiland      Executive Vice President and    April 28, 1995
- -----------------------------    Chief Financial Officer
        David P. Reiland         (Principal Financial Officer)

     /s/ Thomas R. Kmak        Vice President and Controller   April 28, 1995
- -----------------------------    (Principal Accounting
        Thomas R. Kmak           Officer)

     /s/ Dewain K. Cross       Director                        April 28, 1995
- -----------------------------
        Dewain K. Cross

     /s/ Charles H. Dean, Jr.  Director                        April 28, 1995
- -----------------------------
       Charles H. Dean, Jr.

     /s/ Paul J. Kofmehl       Director                        April 28, 1995
- -----------------------------
        Paul J. Kofmehl

                                      II-4
/s/ A. Carl Kotchian      Director                        April 28, 1995
- -----------------------------
       A. Carl Kotchian

     /s/ Crocker Nevin         Director                        April 28, 1995
- -----------------------------
        Crocker Nevin

     /s/ Kenneth A. Ruck       Director                        April 28, 1995
- -----------------------------
       Kenneth A. Ruck

     /s/ Marguerite W. Salee   Director                        April 28, 1995
- -----------------------------
       Marguerite W. Sallee

                                      II-5
INDEX TO EXHIBITS

Exhibit                            DESCRIPTION
NUMBER

4 (1)   Amended and Restated 1989 Incentive Stock Compensation Plan.

5       Opinion of Samuel A. Miley, Esq.

23.1    Consent of Ernst & Young LLP, Independent Auditors.

23.2    Consent of Samuel A. Miley (included in Exhibit 5.1).

24      Power of Attorney (included on Signature Pages).

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

(1)  Previously filed with Form 10-Q for quarter ended December 31, 1994.

                                      II-6