OMB APPROVAL

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

OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response . . . . . . . . . 4.47

FORM 144/Amended

SEC USE ONLY

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order
with a broker to execute sale or executing a sale directly with a market maker.

1 (a) 

NAME OF ISSUER (Please type or print)

(b)

IRS IDENT. NO.

(c)

S.E.C. FILE NO.

WORK LOCATION

Magnetek, Inc.

95-3917584

1 (d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

8966

Mason Avenue

Chatsworth

CA

91311

AREA CODE

NUMBER

818

727-2216

2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b)

IRS IDENT. NO.

(c)

RELATIONSHIP TO ISSUER

(d)

ADDRESS STREET

CITY

STATE

ZIP CODE

Tina D. McKnight

Officer

8966 Mason Anvenue

Chatsworth

CA

91311

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the
Class of

Name and Address of Each Broker
Through Whom the Securities are to

Number of Shares
or Other Units

Aggregate
Market

Number of Shares
or Other Units

Approximate Date of Sale

Name of Each Securities Exchange

Securities
To Be Sold

be Offered or Each Market Maker
who is Acquiring the Securities

Broker-Dealer
File Number

To Be Sold
(See instr. 3(c))

Value
(See instr. 3(d))

Outstanding
(See instr. 3(e))

(See instr. 3(f))
(MO. DAY YR.)

(See instr. 3(g))

Common Stock

TD Ameritrade

1005 North Ameritrade Place

Bellevue, NE 68005

40,000

$217,200 as of 11/24/06

29,183,133

11/27/06

New York Stock Exchange

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Issuer’s telephone number, including area code

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

(b)

Such person’s I.R.S. identification number, if such person is an entity

(c)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(d)

Such person’s address, including zip code

Title of the Class

Date you
Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

Amount of
Securities Acquired

Date of
Payment

Nature of Payment

Common Stock

To be acquired upon exercise of  option on unrestricted stock expected to commence on or after 11/27/06

Exercise of Option on unrestricted stock

Magnetek, Inc.

40,000

On or after 11/27/06

Cash

INSTRUCTIONS:

1.

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of
Securities Sold

Gross Proceeds

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)