October 26, 2023
   File No. 001-09973

VIA EDGAR

Charli Gibbs-Tabler
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:
The Middleby Corporation

Form 10-K For Fiscal Year Ended December 31, 2022

Filed March 1, 2023

File No. 001-09973




Dear Charli Gibbs-Tabler:

Set forth below is the response of The Middleby Corporation (the
"Company") to the comment letter of the staff (the "Staff") of
the Securities and Exchange Commission (the "SEC"), dated
October 13, 2023 (the "Comment Letter"), regarding the Company's
Form 10-K for the fiscal year ended December 31, 2022, filed on
March 1, 2023 (the "Form 10-K").

The Company's response to the Comment Letter is preceded by the
Staff's comment in its entirety, with the Company's corresponding
response set forth immediately following.


Form 10-K Filed March 1, 2023

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 27

1. We note your response to prior comment 2. Please further
address the following items:

* You acknowledge that climate-related changes in consumer
preferences may affect demand and lead to increased competition
to develop innovative new products that result in lower
emissions. You further indicate that "action on climate change
is an area of focus for our industry" and expect "additional
future opportunities to develop and sell sustainable products."
Explain to us how you considered providing specific disclosure
regarding these climate-related changes and opportunities, and
tell us how you assessed materiality.

Our customers' purchasing decisions take into consideration
many legal and regulatory product requirements and customer-
specific operational factors such as safety, price/cost,
efficiency, ease of use, flexibility and sustainability. The
impact of these considerations and the decisions the Company
has made in response to them are already reflected in our
results of operations and, to the extent material, discussed
in our SEC filings. When considering the information to be
disclosed in the Form 10-K, however, we did not identify
material changes in our product mix or customer demand for
such product mix, such as material decreases in demand for
gas products or a material increase in demand for electric
equipment that we believe were required to be disclosed in
the Form 10-K. As always, we intend to continue to monitor
and evaluate whether the disclosure of additional information
is required in future filings.

* Clarify whether your efforts to limit emissions in the
manufacturing process and to purchase electricity from renewable
sources are related to changes in demand and competition for
goods that result in lower emissions, are not related to
carbon-based energy sources, and/or are produced using
alternative energy sources.

The Company continues to strive to reduce the environmental
footprint of our products by working to develop manufacturing
processes that limit emissions and waste, in furtherance of
our sustainability goals. We believe our customers evaluate
many important factors when purchasing our products. We do
not believe, however, that the Company's efforts to limit
emissions within our manufacturing processes and to purchase
electricity from renewable sources are related to changes
in demand and competition for goods that result in lower
emissions, are not related to carbon-based energy sources,
and/or are produced using alternative energy sources. We
also do not believe that our efforts to limit emissions have
had a direct or material impact on the demand or competition
for our products.

* Your response indicates that you sourced 17% of your
purchased electricity from renewable energy (for the period
covered by the 2021 Sustainability Report) and that you expect
to continue investing in innovative processes, materials, and
technologies within your sustainability strategy. Tell us more
about your renewable energy purchases and sustainability
investments and provide support for your determination of
materiality, including quantitative information for each of
the periods covered by your Form 10-K and expected to be
incurred in future periods.

Our renewable energy purchases from providers that rely on
hydroelectric, wind and solar sources are typically for indirect
operations at our facilities. Our investments in innovative
processes, materials, and technologies are primarily related to
reducing our energy consumption in our manufacturing processes.
This has entailed streamlining such processes and increasing
efficiency by evaluating and improving the allocation of floor
space and equipment, as well as machinery function and energy
efficiency. For each of the periods covered by the Form 10-K,
the Company's total utility costs represented, on average, less
than 1% of the Company's total operating costs. As a result,
neither our total utility costs, representing, on average, less
than 1% of our operating costs, nor the value of renewable
purchases as 17% of the utility costs or .0017% of our total
operating costs, were material to the Company's financial
condition, liquidity or results of operations. Thus, we concluded
that further disclosures on such trends within the MD&A in the
Form 10-K was not warranted. Finally, our spend trends have
remained generally consistent with the utility costs as a
percentage of our operating costs for the periods covered by
the Form 10-K and we do not expect a material change in these
trends in future periods.

* Your response indicates that your brand image and reputation
could be harmed if you were perceived to not be progressing on
your sustainability strategy, yet the risk factor disclosure
cited does not appear to address climate-related reputational
risks. Tell us how you considered providing disclosure regarding
reputational risks resulting from the production of greenhouse
gas emissions from your operations or products.

"Item 1A. Risk Factors" (the "risk factors") of the Form 10-K
includes a risk factor titled, "We are subject to risks
associated with possible climate change legislation, regulation
and international accords," which describes how government
mandates, standards or regulations intended to reduce greenhouse
gas emissions or projected climate change impacts have resulted
in, and are likely to continue resulting in, increased energy,
manufacturing, transportation and raw material costs. Further,
the risk factor titled, "The company's reputation, ability to
do business, and results of operations may be impaired by the
improper conduct of any of its employees, agents, or business
partners" discusses how violation of laws or improper actions
by the Company, its employees, agents, or business partners
could "lead to increased costs of compliance and damage the
company's reputation." Additionally, the risk factor titled,
"The company faces intense competition in the commercial
foodservice, food processing, and residential kitchen equipment
industries and failure to successfully compete could impact the
company's results of operations and cash flows" discusses how if
the Company is unable to successfully compete on a number of
factors, including brand recognition, energy efficiency, changing
technology and evolving industry standards, there can be no
assurance that the Company's customers will continue to choose
the Company's products over products offered by its competitors.

We believe these risk factors provide the required disclosure
regarding what the Company has determined to be a material risk,
including the potential reputational risks and potential adverse
impacts of increased competition to evolve with changes in
technology and industry standards and the development of
innovative products. Taken as a whole, we remain comfortable that
this disclosure conveys to investors the material reputational
risks resulting from the production of greenhouse gas emissions
from our operations or products. Nevertheless, in response to the
Staff's comment, we intend to provide additional narrative
disclosure in our Annual Report on Form 10-K for the fiscal year
ending December 30, 2023 that includes specific risk factor
disclosure directly addressing the reputational risks resulting
from the production of greenhouse gas emissions from our
operations or products and the potential adverse consequences
for our business, financial condition and results of operations.

If you have any questions or concerns, wish to discuss, or require
clarification on any of the matters addressed herein, please do
not hesitate to contact me at your convenience.

Very truly yours,



/s/ Bryan E. Mittelman
Chief Financial Officer