===============================================================================
                                 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

        Date of Report (Date of earliest event reported): June 9, 2005

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

          Delaware                    1-9973                  36-3352497
(State or Other Jurisdiction  (Commission File Number)       (IRS Employer
     of Incorporation)                                     Identification No.)

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

                                (847) 741-3300
             (Registrant's telephone number, including area code)

                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)

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))

<PAGE>


Item 1.01         Entry Into A Material Definitive Agreement.

                  The Middleby Corporation (the "Company") has entered into a
letter agreement, dated June 9, 2005 (the "Letter Agreement"), with A. Don
Lummus ("Mr. Lummus"), a former member of the Company's board of directors, in
connection with the payment of benefits to Mr. Lummus under the Company's
Retirement Plan for Independent Directors.

                  A copy of the Letter Agreement is attached hereto as Exhibit
10.1. The description of the Letter Agreement in this Current Report on Form
8-K is qualified in its entirety by reference to the complete copy of the
agreement attached hereto as an exhibit.

ITEM 9.01.        Financial Statements and Exhibits.

                  (c)      Exhibits.

Exhibit No.       Description
-----------       -------------------------------------------------------------

Exhibit 10.1      Letter Agreement, dated June 9, 2005, by and between The
                  Middleby Corporation and A. Don Lummus.


<PAGE>


                                  SIGNATURES

         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 hereunto duly authorized.


                                      THE MIDDLEBY CORPORATION


Dated: June 9, 2005                   By:  /s/  Timothy J. FitzGerald
                                           ------------------------------------
                                           Timothy J. FitzGerald
                                           Vice President and Chief Financial
                                           Officer


<PAGE>


Exhibit No.       Description
------------      -------------------------------------------------------------

Exhibit 10.1      Letter Agreement,  dated June 9, 2005, by and between The
                  Middleby  Corporation and A. Don Lummus.
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{"company-data": {"conformed-name": "MIDDLEBY CORP", "cik": "0000769520", "assigned-sic": "3580", "irs-number": "363352497", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09973", "film-number": "05887824"}, "business-address": {"street1": "1400 TOASTMASTER DRIVE", "city": "ELGIN", "state": "IL", "zip": "60120", "phone": "8477413300"}, "mail-address": {"street1": "1400 TOASTMASTER DRIVE", "city": "ELGIN", "state": "IL", "zip": "60120"}}
===============================================================================
                                 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

        Date of Report (Date of earliest event reported): June 9, 2005

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

          Delaware                    1-9973                  36-3352497
(State or Other Jurisdiction  (Commission File Number)       (IRS Employer
     of Incorporation)                                     Identification No.)

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

                                (847) 741-3300
             (Registrant's telephone number, including area code)

                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)

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 1.01         Entry Into A Material Definitive Agreement.

                  The Middleby Corporation (the "Company") has entered into a
letter agreement, dated June 9, 2005 (the "Letter Agreement"), with A. Don
Lummus ("Mr. Lummus"), a former member of the Company's board of directors, in
connection with the payment of benefits to Mr. Lummus under the Company's
Retirement Plan for Independent Directors.

                  A copy of the Letter Agreement is attached hereto as Exhibit
10.1. The description of the Letter Agreement in this Current Report on Form
8-K is qualified in its entirety by reference to the complete copy of the
agreement attached hereto as an exhibit.

ITEM 9.01.        Financial Statements and Exhibits.

                  (c)      Exhibits.

Exhibit No.       Description
-----------       -------------------------------------------------------------

Exhibit 10.1      Letter Agreement, dated June 9, 2005, by and between The
                  Middleby Corporation and A. Don Lummus.
SIGNATURES

         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 hereunto duly authorized.

                                      THE MIDDLEBY CORPORATION

Dated: June 9, 2005                   By:  /s/  Timothy J. FitzGerald
                                           ------------------------------------
                                           Timothy J. FitzGerald
                                           Vice President and Chief Financial
                                           Officer
Exhibit No.       Description
------------      -------------------------------------------------------------

Exhibit 10.1      Letter Agreement,  dated June 9, 2005, by and between The
                  Middleby  Corporation and A. Don Lummus.