SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* WHITMAN BARBARA K (Last) (First) (Middle) C/O MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE (Street) ELGIN IL 60120 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/21/2003	3. Issuer Name and Ticker or Trading Symbol MIDDLEBY CORP [ midd ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	536,550(2)	D
Common Stock	437,250(1)	I	Acting as trustee on behalf of son and daughter
Common Stock	1,643,674(3)	I	Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a transfer of 218,625 common shares for no consideration from a trust for the benefit of W. Fifield Whitman III with Robert R. Henry acting as trustee to a trust for the benefit of W. Fifield Whitman III with Barbara K. Whitman acting as trustee and a transfer of 218,625 common shares for no consideration from a trust for the benefit of Laura B. Whitman with Robert R. Henry acting as trustee to a trust for the benefit of Laura B. Whitman with Barbara K. Whitman acting as trustee.

2. Reporting person owns 255,300 in trust for benefit of Barbara K. Whitman with Thomas Danziger acting as trustee and 281,250 shares are owned in a trust for the benefit of Barbara K. Whitman with Barbara K. Whitman acting as trustee.

3. Represents shares held in trust by the reporting persons spouse with Thomas Danziger acting as trustee.

	Barbara K. Whitman	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 5 (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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