UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 April 2, 2006 (Date of earliest event reported)

                                 MAGNETEK, INC.

             (Exact Name of Registrant as Specified in its Charter)



          DELAWARE                  1-10233                 95-3917584
 (State or Other Jurisdiction     (Commission             (IRS Employer
      of Incorporation)           File Number)          Identification No.)


                       10900 Wilshire Boulevard, Suite 850
                          Los Angeles, California 90024
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (310) 689-1610

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

See Press Release dated May 12, 2006 titled "Magnetek Announces Fiscal 2006
Third-Quarter Results", attached as Exhibit 99.1 to this Current Report.

     EXHIBIT
     NUMBER    DESCRIPTION

     99.1      Magnetek, Inc. Press Release dated May 12, 2006 titled "Magnetek
     Announces Fiscal 2006 Third-Quarter Results".






                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           MAGNETEK, INC.





                                                 By: /s/ David Reiland
                                                     ---------------------------
                                                     David Reiland
                                                     Executive Vice President
                                                     & Chief Financial Officer
May 12, 2006





                                  EXHIBIT INDEX


EXHIBIT
NUMBER    DESCRIPTION

99.1      Magnetek, Inc. Press Release dated May 12, 2006 titled "Magnetek
          Announces Fiscal 2006 Third-Quarter Results".