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SEC FORM 4 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 		 
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OMB Number: 3235-0287
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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*
HENRY ROBERT R
(Last) (First) (Middle)
C/O THE MIDDLEBY CORPORATION
1400 TOASTMASTER DRIVE
(Street)
ELGIN 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2003
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 12/21/2003 J(1) 218,625(1) D (1) 499,875(2) I Acts as trustee(2)
Common Stock 12/21/2003 J(3) 218,625(3) D (3) 281,250(4) I Acts as trustee(4)
Common Stock 12/21/2003 J(5) 281,250(5) D (5) 0 I Acts as trustee
Common Stock 12/21/2003 J(6) 0(6) A (6) 96,000 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
Explanation of Responses:
1. Represents a transfer of shares for no consideration from reporting person as trustee for the benefit of W. Fifield Whitman III to Barbara K Whitman as trustee for the benefit of W. Fifield Whitman III.
2. Reporting person acts as trustee of a trust for the benefit of Laura B. Whitman in the amount of 218,625 shares and acts as trustee of a trust for the benefit of Barbara k. Whitman in the amount of 281,250 shares
3. Represents a transfer of shares for no consideration from reporting person as trustee for the benefit Laura B. Whitman to Barbara K. Whitman as trustee for the benefit of Laura B Whitman.
4. Reporting person acts as trustee of a trust for the benefit of Barbara k. Whitman in the amount of 281,250 shares
5. Represents a transfer of shares for no consideration from reporting person as trustee for the benefit Barbara K Whitman to Barbara K. Whitman as trustee for the benefit of Barbara K. Whitman
6. After all the dispositions reported herein, reporting persons continues to own 96,000 common shares directly
Robert R. Henry 12/30/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Martin M. Lindsay and David B.
Baker, signing individually, the undersigned's true and lawful
attorney-in-fact to:

1.	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director,
and/or principal (10%+) shareholder of The Middleby
Corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"),
and the rules thereunder;

2.	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete and execute any such Forms 3, 4, or 5,
complete and execute any amendment or amendments
thereto, and timely file such form with the United
States Securities and Exchange Commission and any
stock exchange or similar authority; and

3.	take any other action of any type whatsoever in
nconnection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers hereby granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each
attorney-in-fact, or each such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each such attorney-in-fact, in
serving in such capacity at the request of the undersigned
responsibilities to comply with Section 16 of the 1934 Act.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.


Date:	September 30, 2002


	Robert R Henry			Signature


	Robert R. Henry			Print Name