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

       Date of Report (Date of earliest event reported): February 16, 2004

                            THE MIDDLEBY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                           Commission File No. 1-9973


                   Delaware                               36-3352497
      (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
       Incorporation or Organization)

        1400 Toastmaster Drive, Elgin, Illinois              60120
       (Address of Principal Executive Offices)            (Zip Code)


    Registrant's Telephone No., including Area Code      (847) 741-3300




Item 7. Financial Statements and Exhibits


    (c)  Exhibits.


         99.1 Press release dated February 16, 2004 of The Middleby Corporation.



Item 9.  Regulation FD Disclosure


On February 16, 2004, The Middleby Corporation issued a press release announcing
its financial results for the quarter ended January 3, 2004. A copy of that
press release is attached as Exhibit 99.1.


The information in this Form 8-K is being furnished pursuant to "Item 12.
Results of Operations and Financial Condition" of Form 8-K in accordance with
SEC Release Nos. 33-8216 and 34-47583 (March 27, 2003). Such information,
including any exhibits, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference into any filing made under the ecurities Act of 1933, except as
expressly set forth by specific reference in such filing.





                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             THE MIDDLEBY CORPORATION
                                             ----------------------------
                                                    (Registrant)
Date February 16, 2004

                                             By:  /s/ Timothy J. FitzGerald
                                                    ----------------------------
                                                    Timothy J. FitzGerald
                                                    Vice President,
                                                    Chief Financial Officer