**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO RULE 13a-14(a) orRULE 15d-14(a),**

**AS ADOPTED PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, David P. Reiland,certify that:

 

1.             I have reviewed this quarterlyreport on Form 10-Q of Magnetek, Inc.;

 

2.             Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.             The registrant's other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and we have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)           Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability regarding financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

(c)           Evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

(d)           Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthquarter in the case of an annual report) that has materially affected or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.             The registrant's other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant's auditors and theaudit committee of registrant's board of directors (or persons performing theequivalent functions):

 

(a)           All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financialinformation; and 

 

(b)           any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant's internal control over financial reporting.

 
|   | Date:  February 13, 2004 |                                                   |
|--------|--------------------------|--------------------------------------------------------|
|   |                     |                                                   |
|   |                     | /s/   David P. Reiland                            |   |
|   |                     | David P. Reiland                                       |
|   |                     | Executive  Vice-President and  Chief Financial Officer |

 

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