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): May 15, 2006

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 7.01 Regulation FD Disclosure.

On May 15, 2006, The Middleby Corporation (the “Company”) intends to hold a call for investors and analysts, at which the shareholder presentation attached as Exhibit 99.1 hereto will be used.

The information set forth under “Item 7.01 Regulation FD Disclosure,” including the exhibit attached hereto, 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 in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
 
(c)  Exhibits.

Exhibit No.	 	Description	
Exhibit 99.1	 	The Middleby Corporation Shareholder Presentation	

SIGNATURES

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

 	THE MIDDLEBY CORPORATION	

 	 
 	
Dated: May 15, 2006	By:  	/s/ Timothy J. FitzGerald	

Timothy J. FitzGerald	
 	Vice President and Chief Financial Officer	

Exhibit Index

Exhibit No.	 	Description	
Exhibit 99.1	 	The Middleby Corporation Shareholder Presentation