FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * RILEY BRYANT R   2. Issuer Name and Ticker or Trading Symbol MAGNETEK INC [MAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11100 SANTA MONICA BLVD, SUITE 810 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2006 (Street) LOS ANGELES, CA 90025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/27/2006   P   1,080 A $ 3.387 819,947 I Footnote (1) Common Stock 09/28/2006   P   4,690 A $ 3.4455 824,637 I Footnote (1) Common Stock 07/24/2006   P   22,800 A $ 2.7498 22,800 I Footnote (2) Common Stock 07/25/2006   P   50,000 A $ 2.7846 72,800 I Footnote (2) Common Stock 07/26/2006   P   25,000 A $ 2.7972 97,800 I Footnote (2) Common Stock 08/07/2006   P   8,100 A $ 2.7497 105,900 I Footnote (2) Common Stock 08/11/2006   P   25,000 A $ 2.75 130,900 I Footnote (2) Common Stock 09/20/2006   P   10,000 A $ 3.2996 140,900 I Footnote (2) Common Stock 09/21/2006   P   5,000 A $ 3.2999 145,900 I Footnote (2) Common Stock 08/07/2006   P   800 A $ 2.7936 25,800 I Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RILEY BRYANT R 11100 SANTA MONICA BLVD SUITE 810 LOS ANGELES, CA 90025		X

Signatures

/s/ Bryant R. Riley		09/29/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Sole equity owner of Riley Investment Management, LLC, investment adviser to Managed Accounts of advisory clients. Mr. Riley disclaims beneficial ownership of the shares held by the Managed Accounts, except to the extent of the pecuniary interest, if any, as a result of the contingent right to receive a performance-based advisory fee.
(2)	Sole equity owner of B. Riley & Co., Inc.
(3)	Trustee of the B. Riley & Co. Retirement Trust
Remarks: Page 2 of 2

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