SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BASSOUL SELIM A (Last) (First) (Middle) 6 HUBBELL COURT (Street) BARRINGTON IL 60120 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MIDDLEBY CORP [ midd ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/22/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2003		M		3,750(1)	A	$5.25	242,530	D
Common Stock	09/22/2003		M		5,000(2)	A	$9.625	247,530	D
Common Stock	09/22/2003		M		25,000(3)	A	$4.5	272,530	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$5.25	09/22/2003		M			3,750(1)	11/01/2000	11/01/2006	Common Stock	5,000	$5.25	280,000	D
Stock Option	$9.625	09/22/2003		M			5,000(2)	07/22/2001	07/22/2007	Common Stock	5,000	$9.625	275,000	D
Stock Option	$4.5	09/22/2003		M			25,000(3)	02/19/2002	02/14/2004	Common Stock	25,000	$4.5	250,000	D

Explanation of Responses:

1. Purchase was a result of an option exercise of 3,750 shares. The options were granted on November 1, 1996 at a grant price of $5.25 for a total of 5000 shares. This option grant is fully exercised.

2. Purchase was a result of an option exercise of 5,000 shares. The options were granted on July 22, 1997 at a grant price of 9.625 for a total of 5000 shares. The option grant is fully exercised.

3. Purchase was a result of an option exercise of 25,000 shares. The options were granted on February 19, 1999 at a grant price of $4.50 for a total of 25000 shares. This option grant is fully exercised.

Remarks:

Martin M. Lindsay signing on behalf of Selim A Bassoul as outlined in a Power of Attorney dated 09/22/03

	Selim A. Bassoul	09/24/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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