[ABRIDGED] We estimate the total mass distribution of the galaxy cluster CL0024+1654 from the measured source depletion due to lens magnification in the R band. Within a radius of 0.54Mpc/h, a total projected mass of (8.1+/-3.2)*10^14 M_sol/h (EdS) is measured, which corresponds to a mass- to-light ratio of M/L(B)=470+/-180. We compute the luminosity function of CL0024+1654 in order to estimate contamination of the background source counts from cluster galaxies. Three different magnification-based reconstruction methods are employed using both local and non-local techniques. We have modified the standard single power-law slope number count theory to incorporate a break and applied this to our observations. Fitting analytical magnification profiles of different cluster models to the observed number counts, we find that the cluster is best described either by a NFW model with scale radius r_s=334+/-191 kpc/h and normalisation kappa_s=0.23+/-0.08 or a power-law profile with slope xi=0.61+/-0.11, central surface mass density kappa_0=1.52+/-0.20 and assuming a core radius of r_core=35 kpc/h. The NFW model predicts that the cumulative projected mass contained within a radius R scales as M(<R)=2.9*10^14*(R/1')^[1.3-0.5lg (R/1')] M_sol/h. Finally, we have exploited the fact that flux magnification effectively enables us to probe deeper than the physical limiting magnitude of our observations in searching for a change of slope in the U band number counts. We rule out both a total flattening of the counts with a break up to U_AB<=26.6 and a change of slope, reported by some studies, from dlog N/dm=0.4->0.15 up to U_AB<=26.4 with 95% confidence.