The
Middleby Corporation
1400
Toastmaster Drive
Elgin,
IL 60120
November
25, 2008
VIA EDGAR
TRANSMISSION
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
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Re:
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The
Middleby Corporation
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Registration
Statement on Form S-4
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Registration
No. 333-153386
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Ladies
and Gentlemen:
In
accordance with Rule 461 promulgated under the Securities Act of 1933, as
amended (the “Act”), The Middleby Corporation (“Middleby”) requests that the
effective date of the Registration Statement referred to above be accelerated so
that it will be declared effective on Friday, November 28, 2008 at 12:00 p.m.
noon, Washington, D.C. time, or as soon thereafter as may be
practicable.
In
connection with this request for acceleration, Middleby and TurboChef
Technologies, Inc. (“TurboChef”), as evidenced by their signatures below, each
acknowledge for themselves that:
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should
the U.S. Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action
with respect to the filing;
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve Middleby
and TurboChef from their full responsibility for the adequacy and accuracy
of the disclosure in the filing; and
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Middleby
and TurboChef may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.
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Middleby
and TurboChef further confirm that they are aware of their responsibilities
under the Securities Act and the Securities Exchange Act of 1934, as amended, as
they relate to the public offering of the securities covered by the Registration
Statement.
It would
be appreciated if, as soon as the Registration Statement has become effective,
you would so inform Shilpi Gupta, on behalf of Middleby, by telephone at (312)
407-0700, and Rey Pascual, on behalf of TurboChef, by telephone at (404)
815-2227.
| Very truly yours, | |||
| THE MIDDLEBY CORPORATION | |||
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By:
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/s/ Martin Lindsay
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Name:
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Martin
Lindsay
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Title:
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Secretary/Treasurer
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| TURBOCHEF TECHNOLOGIES, INC. | |||
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By:
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/s/ Miguel Fernandez de
Castro
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Name:
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Miguel
Fernandez de Castro
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Title:
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Chief
Financial Officer
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