Ownership Submission
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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(Print or Type Responses)
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)
09/28/2007
(Street)

LOS ANGELES, CA US 90025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 09/28/2007   S   136,565 D $ 4.8503 3,062,303 I Footnote 1 (1)
Common Stock 09/28/2007   S   6,615 D $ 4.9096 3,055,688 I Footnote 1 (1)
Common Stock 09/28/2007   S   54,615 D $ 4.8503 1,714,663 I Footnote 2 (2)
Common Stock 09/28/2007   S   2,645 D $ 4.9096 1,712,018 I Footnote 2 (2)
Common Stock               145,738 I Footnote 3 (3)
Common Stock               25,800 I Footnote 4 (4)
Common Stock               8,400 I Footnote 5 (5)

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 US 90025
    X    
Riley Investment Management LLC
11100 SANTA MONICA BLVD., SUITE 810
LOS ANGELES, CA US 90025
    X    
Riley Investment Partners Master Fund, L.P.
11100 SANTA MONICA BLVD., SUITE 810
LOS ANGELES, CA US 90025
    X    

Signatures

 /s/ Bryant Riley   10/02/2007
**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, general partner of Riley Investment Partners Master Fund, L.P.
(2) Sole equity owner of Riley Investment Management LLC, investment adviser to managed accounts, some of which are indirectly affiliated with Mr. Riley and/or Riley Investment Partners Master Fund, L.P. Each reporting person disclaims beneficial ownership of shares held by the non-affiliated accounts.
(3) Sole equity owner of B. Riley and Co., LLC (including shares held in an account indirectly affiliated with B. Riley and Co., LLC)
(4) Trustee of the B. Riley and Co. Retirement Trust.
(5) Bryant Riley, as custodian for his children. Reporting persons disclaim beneficial ownership of these shares.

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