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

                  May 3, 2005 (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 2.04 - TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
            OBIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

Notice of Motion for a Protective Order and Petition for Confirmation of
Arbitration Award.

On May 19, 2005 Magnetek was served with a Notice of Motion for a Protective
Order and with a Petition for Confirmation of Arbitration Award with respect to
$23.4 million awarded to Ole K. Nilssen in a patent arbitration decision issued
on May 3, 2005 (see 8-K, ITEM 8.01 - OTHER EVENTS, filed on May 4, 2005). The
Petition was filed in the United States District Court for the Northern District
of Illinois. Although Mr. Nilssen has initiated the procedural process of
confirming the award, discussions between Magnetek, Mr. Nilssen and their
advisors continue.










                                   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 20, 2005