**UNITED
      STATES**





**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
      10-Q**








(Mark
      One)




xQuarterly
      Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




**For
      the quarterly period ended June 28, 2008**





or


oTransition
      Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





Commission
      File No. 1-9973





**THE
      MIDDLEBY CORPORATION**


(Exact
      Name of Registrant as Specified in its Charter)






**Delaware**
            
            **36-3352497**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer Identification
                No.)




**1400
                  Toastmaster Drive, Elgin,
                  Illinois**
              
              **60120**(Address
                  of Principal Executive
                  Offices)
              
              (Zip
                  Code)






Registrant's Telephone No., including
              Area
              Code
            **(847)
              741-3300**




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes ý No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      definition of “accelerated filer, large accelerated filer and smaller reporting
      company” in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer ý Accelerated
      filer o Non-accelerated
      filer o Smaller
      reporting company o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes o No ý




As
      of
      August 1, 2008, there were 16,998,785 shares of the registrant's common stock
      outstanding.









**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**





**QUARTER
      ENDED JUNE 28, 2008**







INDEX


DESCRIPTION
              
              PAGEPART
                  I. FINANCIAL INFORMATIONItem
                  1.
              Condensed
                  Consolidated Financial Statements (unaudited)CONDENSED
                  CONSOLIDATED BALANCE SHEETS
              1June
                  28, 2008 and December 29, 2007CONDENSED
                    CONSOLIDATED STATEMENTSOF
                    EARNINGS
              2June
                  28, 2008 and June 30, 2007CONDENSED
                    CONSOLIDATED STATEMENTSOF
                    CASH FLOWS
              3June
                  28, 2008 and June 30, 2007NOTES
                    TO CONDENSED CONSOLIDATEDFINANCIAL
                    STATEMENTS
              4Item
                  2.
              Management's
                  Discussion and Analysis of Financial Conditionand
                  Results of Operations
              23Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              33Item
                  4.
              Controls
                  and Procedures
              36PART
                  II. OTHER INFORMATIONItem
                  1A.
              Risk
                  Factors
              37Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              37Item
                  6.
              Exhibits
              37









**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Condensed Consolidated Financial Statements**





**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Amounts
      In Thousands, Except Share Data)**


**(Unaudited)**




**ASSETS**
            
            Jun.
                28, 2008
            
            Dec.
                29, 2007Current
                assets:Cash
                and cash equivalents
            
            $
            7,049
            
            $
            7,463Accounts
                receivable, net of reserve for
              doubtful
                accounts of $7,427 and $5,818
            
            
            102,783
            
            
            73,090Inventories,
                net
            
            
            91,574
            
            
            66,438Prepaid
                expenses and other
            
            
            9,804
            
            
            10,341Prepaid
                taxes
            
            
            6,303
            
            
            17,986Current
                deferred taxes
            
            
            14,614
            
            
            11,095Total
                current assets
            
            
            232,127
            
            
            186,413Property,
                plant and equipment, net of
              accumulated
                depreciation of $43,829 and $41,114
            
            
            46,208
            
            
            36,774Goodwill
            
            
            247,929
            
            
            134,800Other
                intangibles
            
            
            127,438
            
            
            52,581Other
                assets
            
            
            3,041
            
            
            3,079Total
                assets
            
            $
            656,743
            
            $
            413,647**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Current
                maturities of long-term debt
            
            $
            8,705
            
            $
            2,683Accounts
                payable
            
            
            42,868
            
            
            26,576Accrued
                expenses
            
            
            92,772
            
            
            95,581Total
                current liabilities
            
            
            144,345
            
            
            124,840Long-term
                debt
            
            
            265,868
            
            
            93,514Long-term
                deferred tax liability
            
            
            24,777
            
            
            2,568Other
                non-current liabilities
            
            
            22,617
            
            
            9,813Stockholders'
                equity:Preferred
                stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none
                issued
            
            
            --
            
            
            --Common
                stock, $0.005 par value; 47,500,000 shares authorized; 21,008,936
                and
                20,732,836 shares issued in 2008 and 2007, respectively
            
            
            120
            
            
            120Paid-in
                capital
            
            
            101,861
            
            
            104,782Treasury
                stock at cost; 4,069,913 and 3,855,044
              shares
                in 2008 and 2007, respectively
            
            
            (102,000
            )
            
            (89,641
            )Retained
                earnings
            
            
            197,194
            
            
            166,896Accumulated
                other comprehensive income
            
            
            1,961
            
            
            755Total
                stockholders' equity
            
            
            199,136
            
            
            182,912Total
                liabilities and stockholders' equity
            
            $
            656,743
            
            $
            413,647




See
      accompanying notes




1




**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF EARNINGS**


**(In
      Thousands, Except Per Share Data)**


**(** **Unaudited** **)**




**Three
                Months Ended**
            
            **Six
                Months Ended****Jun.
                28, 2008**
            
            **Jun.
                30, 2007**
            
            **Jun.
                28, 2008**
            
            **Jun.
                30, 2007****Net
                sales**
            
            **$**
            **173,513**
            
            **$**
            **113,248**
            
            **$**
            **334,396**
            
            **$**
            **218,943****Cost
                of sales**
            
            
            **106,505**
            
            
            **68,362**
            
            
            **208,486**
            
            
            **132,952****Gross
                profit**
            
            
            **67,008**
            
            
            **44,886**
            
            
            **125,910**
            
            
            **85,991****Selling
                expenses**
            
            
            **16,676**
            
            
            **11,952**
            
            
            **32,921**
            
            
            **23,068****General
                and administrative expenses**
            
            
            **17,840**
            
            
            **11,732**
            
            
            **34,481**
            
            
            **22,915****Income
                from operations**
            
            
            **32,492**
            
            
            **21,202**
            
            
            **58,508**
            
            
            **40,008****Net
                interest expense and deferred financing amortization**
            
            
            **3,039**
            
            
            **1,273**
            
            
            **6,742**
            
            
            **2,517****Other
                expense (income), net**
            
            
            **561**
            
            
            **(630**
            **)**
            
            **948**
            
            
            **(737**
            **)****Earnings
                before income taxes**
            
            
            **28,892**
            
            
            **20,559**
            
            
            **50,818**
            
            
            **38,228****Provision
                for income taxes**
            
            
            **11,775**
            
            
            **7,977**
            
            
            **20,520**
            
            
            **14,926****Net
                earnings**
            
            **$**
            **17,117**
            
            **$**
            **12,582**
            
            **$**
            **30,298**
            
            **$**
            **23,302****Net
                earnings per share:****Basic**
            
            **$**
            **1.07**
            
            **$**
            **0.80**
            
            **$**
            **1.89**
            
            **$**
            **1.50****Diluted**
            
            **$**
            **0.99**
            
            **$**
            **0.75**
            
            **$**
            **1.76**
            
            **$**
            **1.39****Weighted
                average number of shares****Basic**
            
            
            **15,990**
            
            
            **15,641**
            
            
            **16,022**
            
            
            **15,576****Dilutive
                stock options****1**
            
            
            **1,254**
            
            
            **1,234**
            
            
            **1,184**
            
            
            **1,232****Diluted**
            
            
            **17,244**
            
            
            **16,875**
            
            
            **17,206**
            
            
            **16,808**





1
            There
                were no anti-dilutive stock options excluded from common stock equivalents
                for any period presented.




See
      accompanying notes




2




**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(In
      Thousands)**


**(** **Unaudited** **)**




**Six
                  Months Ended****Jun.
                  28, 2008**
              
              **Jun.
                  30, 2007****Cash
                  flows from operating activities-****Net
                  earnings**
              
              **$**
              **30,298**
              
              **$**
              **23,302****Adjustments
                  to reconcile net earnings to cash****provided
                  by operating activities:****Depreciation
                  and amortization**
              
              
              **6,862**
              
              
              **2,747****Deferred
                  taxes**
              
              
              **2,551**
              
              
              **32****Non-cash
                  share-based compensation**
              
              
              **5,480**
              
              
              **3,261****Unrealized
                  loss on derivative financial instruments**
              
              
              **193**
              
              
              **--****Changes
                  in assets and liabilities, net of acquisitions****Accounts
                  receivable, net**
              
              
              **(9,250**
              **)**
              
              **1,489****Inventories,
                  net**
              
              
              **(2,329**
              **)**
              
              **(2,771**
              **)****Prepaid
                  expenses and other assets**
              
              
              **17,275**
              
              
              **1,529****Accounts
                  payable**
              
              
              **5,621**
              
              
              **1,019****Accrued
                  expenses and other liabilities**
              
              
              **(13,665**
              **)**
              
              **(8,201**
              **)****Net
                  cash provided by operating activities**
              
              
              **43,033**
              
              
              **22,407****Cash
                  flows from investing activities-****Net
                  additions to property and equipment**
              
              
              **(2,743**
              **)**
              
              **(1,069**
              **)****Acquisition
                  of Jade**
              
              
              **--**
              
              
              **(7,391**
              **)****Acquisition
                  of Carter-Hoffmann**
              
              
              **--**
              
              
              **(15,928**
              **)****Acquisition
                  of Star**
              
              
              **(188,241**
              **)**
              
              **--****Acquisition
                  of Giga**
              
              
              **(9,918**
              **)**
              
              **--****Acquisition
                  of Frifri**
              
              
              **(3,050**
              **)**
              
              **--****Net
                  cash (used in) investing activities**
              
              
              **(203,948**
              **)**
              
              **(24,388**
              **)****Cash
                  flows from financing activities-****Net
                  p****roceeds
                  under revolving credit facilities**
              
              
              **172,249**
              
              
              **10,900****Repayments
                  under senior secured bank notes**
              
              
              **--**
              
              
              **(7,500**
              **)****Net
                  proceeds (payments) under foreign bank loan**
              
              
              **668**
              
              
              **(904**
              **)****Debt
                  issuance costs**
              
              
              **(205**
              **)**
              
              **--****Purchase
                  of treasury stock**
              
              
              **(12,359**
              **)**
              
              **--****Net
                  proceeds from stock issuances**
              
              
              **51**
              
              
              **1,687****Net
                  cash provided by financing activities**
              
              
              **160,404**
              
              
              **4,183****Effect
                  of exchange rates on cash****and
                  cash equivalents**
              
              
              **97**
              
              
              **55****Changes
                  in cash and cash equivalents-****Net
                  (decrease) increase in cash and cash equivalents**
              
              
              **(414**
              **)**
              
              **2,257****Cash
                  and cash equivalents at beginning of year**
              
              
              **7,463**
              
              
              **3,534****Cash
                  and cash equivalents at end of quarter**
              
              **$**
              **7,049**
              
              **$**
              **5,791****Supplemental
                  disclosure of cash flow information:****Interest
                  paid**
              
              **$**
              **5,821**
              
              **$**
              **2,518****Income
                  tax payments**
              
              **$**
              **5,860**
              
              **$**
              **13,449**





See
      accompanying notes




3




**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**June
      28, 2008**


**(** **Unaudited** **)**





**1)**
            **Summary
                of Significant Accounting
                Policies**





**A)**  **Basis
      of Presentation**





The
      condensed consolidated financial statements have been prepared by The Middleby
      Corporation (the "company"), pursuant to the rules and regulations of the
      Securities and Exchange Commission. The financial statements are unaudited
      and
      certain information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States of America have been condensed or omitted pursuant to
      such
      rules and regulations, although the company believes that the disclosures are
      adequate to make the information not misleading. These financial statements
      should be read in conjunction with the financial statements and related notes
      contained in the company's 2007 Form 10-K/A.





In
      the
      opinion of management, the financial statements contain all adjustments
      necessary to present fairly the financial position of the company as of June
      28,
      2008 and December 29, 2007, and the results of operations for the three and
      six
      months ended June 28, 2008 and June 30, 2007 and cash flows for the six months
      ended June 28, 2008 and June 30, 2007.





Subsequent
      to the issuance of the company’s condensed consolidated financial statements for
      the fiscal period ended March 29, 2008, the company determined that purchase
      accounting methodology had been improperly applied as it related to the
      calculation of deferred tax assets and liabilities for certain acquisitions,
      including Nu-Vu Foodservice Systems, Jade Products Company, Carter-Hoffman,
      MP
      Equipment, and Wells Bloomfield. Specifically, in each of these acquisitions,
      the company allocated a portion of the purchase price to deferred tax assets
      to
      reflect the expected tax benefit to be realized from the future amortization
      of
      goodwill deductible for tax purposes. This restatement had no impact on the
      company’s condensed consolidated statements of earnings or cash flows for the
      three month period ended March 29, 2008.







**B)**  **Share-Based
      Compensation**





The
      company estimates the fair value of market based stock awards and stock options
      at the time of grant and recognizes compensation cost over the vesting period
      of
      the awards and options. Share-based compensation expense was $3.1 million and
      $1.9 million for the second quarter of 2008 and 2007, respectively. Share-based
      compensation expense was $5.5 million and $3.3 million for the six month periods
      ended June 28, 2008 and June 30, 2007, respectively.




4




**C)**  **Income
      Tax Contingencies**





In
      July
      2006, the Financial Accounting Standards Board, (“FASB”) issued Interpretation
      No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”).   This
      interpretation prescribes a comprehensive model for how a company should
      recognize, measure, present and disclose in its financial statements uncertain
      tax positions that the company has taken or expects to take on a tax return.
      FIN
      48 states that a tax benefit from an uncertain tax position may be recognized
      only if it is “more likely than not” that the position is sustainable, based on
      its technical merits. The tax benefit of a qualifying position is the largest
      amount of tax benefit that is greater than 50% likely of being realized upon
      settlement with a taxing authority having full knowledge of all relevant
      information. A tax benefit from an uncertain position was previously recognized
      if it was probable of being sustained. Under FIN 48, the liability for
      unrecognized tax benefits is classified as non-current unless the liability
      is
      expected to be settled in cash within 12 months of the reporting date. FIN
      48 is
      effective as of the beginning of the first fiscal year beginning after December
      15, 2006. The company adopted the provisions of FIN 48 on the first day of
      fiscal 2007 as required.





As
      of
      December 29, 2007, the total amount of liability for unrecognized tax benefits
      related to federal, state and foreign taxes was approximately $7.7 million
      plus
      approximately $1.0 million of accrued interest and $1.3 million of penalties.
      As
      of June 28, 2008, the corresponding balance of liability for unrecognized tax
      benefits was approximately $8.3 million plus approximately $1.3 million of
      accrued interest and $1.3 million of penalties. The company recognizes interest
      and penalties accrued related to unrecognized tax benefits in income tax
      expense, which is consistent with reporting in prior periods.





During
      the second quarter of 2008 the U.S. Internal Revenue Service completed an audit
      of the the company’s 2005 and 2006 federal income tax returns.  Results of
      these audits have been considered in the company’s evaluation of the reserve
      requirements under FIN 48.  The company does not anticipate that total
      unrecognized tax benefits will significantly change due to any settlement of
      audits and the expiration of statute of limitations within the next twelve
      months.





The
      company operates in multiple taxing jurisdictions, both within the United States
      and outside of the United States, and faces audits from various tax authorities.
      The company remains subject to examination until the statute of limitations
      expires for the respective tax jurisdiction. Within specific countries, the
      company and its operating subsidiaries may be subject to audit by various tax
      authorities and may be subject to different statute of limitations expiration
      dates. A summary of the tax years that remain subject to examination in the
      company’s major tax jurisdictions are:








United
                States - federal
            2007United
                States - states
            2001
                - 2007China
            2006
                - 2007Denmark
            2006
                - 2007Mexico
            2006
                - 2007Philippines
            2004
                - 2007South
                Korea
            2004
                - 2007Spain
            2005
                - 2007Taiwan
            2005
                - 2007United
                Kingdom
            2006
                - 2007




5




**D)**  **Fair
      Value Measures**





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 157 “Fair Value Measurements”. This statement defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles and expands disclosure about fair value measurements.
      This
      statement is effective for interim reporting periods in fiscal years beginning
      after November 15, 2007. The company adopted SFAS No. 157 on December 30, 2007
      (first day of fiscal year 2008).





FASB
      Staff Position No. FAS 157-2, “Effective Date of FASB Statement
      No. 157” delays the effective date of the application of SFAS No. 157
      to fiscal years beginning after November 15, 2008 for all nonfinancial
      assets and nonfinancial liabilities that are recognized or disclosed at fair
      value in the financial statements on a non-recurring basis. The company adopted
      SFAS No. 157 with the exception of the application of the statement to
      non-recurring nonfinancial assets and liabilities. Non-recurring nonfinancial
      assets and nonfinancial liabilities for which the company has not applied the
      provisions of SFAS No. 157 primarily include those measured at fair value
      in goodwill and long-lived asset impairment testing, those initially measured
      at
      fair value in a business combination, and nonfinancial liabilities for exit
      or
      disposal activities .





SFAS
      No.
      157 defines fair value as the price that would be received for an asset or
      paid
      to transfer a liability (an exit price) in the principal most advantageous
      market for the asset or liability in an orderly transaction between market
      participants on the measurement date. SFAS No. 157 establishes a fair value
      hierarchy, which prioritizes the inputs used in measuring fair value into the
      following levels:





Level
      1 -
      Quoted prices in active markets for identical assets or liabilities


Level
      2 -
      Inputs, other than quoted prices in active markets, that are observable either
      directly or indirectly.


Level
      3 -
      Unobservable inputs based on our own assumptions.





The
      company’s fiancial assets that are measured at fair value on a recurring basis
      are categorized using the fair value hierarchy at June 28, 2008 are as follows
      (in thousands):




Fair
                  Value
              
              Fair
                  Value
              
              Fair
                  ValueLevel
                  1
              
              Level
                  2
              
              Level
                  3
              
              TotalFinancial
                  Assets:None
              
              
              --
              
              
              --
              
              
              --
              
              
              --Financial
                  Liabilities:Interest
                  rate swaps
              
              
              --
              
              
              69
              
              
              --
              
              
              69




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment of FASB
      Statement No. 115. This statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. This statement
      is
      effective for fiscal years beginning after November 15, 2007. The adoption
      of
      SFAS No. 159 did not have a material impact on the financial statements. Upon
      adoption, the company has elected to not apply SFAS No. 159 to measure selected
      financial instruments and certain other items; therefore, there was no impact
      to
      the financial statements upon adoption. Subsequent to the initial adoption
      of
      SFAS No. 159, the company has not made any elections during the three and six
      months ended June 28, 2008.




6




**2)**
            **Acquisitions
                and Purchase Accounting**





*Jade*





On
      April
      1, 2007, the company completed its acquisition of the assets and operations
      of
      Jade Products Company (“Jade”), a leading manufacturer of commercial and
      residential cooking equipment from Maytag Corporation ("Maytag") for an
      aggregate purchase price of $7.4 million in cash plus transaction expenses.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements.





The
      final
      allocation of cash paid for the Jade acquisition is summarized as follows (in
      thousands):




Apr.
                  1, 2007
              
              Adjustments
              
              Jun.
                  28, 2008Current
                  assets
              
              $
              6,727
              
              $
              (2,357
              )
              $
              4,370Property,
                  plant and equipment
              
              
              2,029
              
              
              --
              
              
              2,029Goodwill
              
              
              250
              
              
              2,858
              
              
              3,108Other
                  intangibles
              
              
              1,590
              
              
              --
              
              
              1,590Current
                  liabilities
              
              
              (3,205
              )
              
              (50
              )
              
              (3,255
              )Total
                  cash paid
              
              $
              7,391
              
              $
              451
              
              $
              7,842







The
      goodwill and other intangibles of $1.4 million associated with the trade name,
      are subject to the non-amortization provisions of SFAS No. 142, "Goodwill and
      Other Intangible Assets", from the date of acquisition. Other intangibles of
      $0.2 million allocated to customer relationships are to be amortized over a
      period of 10 years. Goodwill and other intangibles of Jade are allocated to
      the
      Commercial Foodservice Equipment Group for segment reporting purposes. These
      assets are expected to be deductible for tax purposes.





*Carter-Hoffmann*





On
      June
      29, 2007, the company completed its acquisition of the assets and operations
      of
      Carter-Hoffmann (“Carter-Hoffmann”), a leading manufacturer of commercial
      cooking and warming equipment, from Carrier Commercial Refrigeration
      Inc., a
      subsidiary of Carrier Corporation, which is a unit of United Technologies
      Corporation, for
      an
      aggregate purchase price of $15.9 million in cash plus transaction expenses.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.




7




The
      preliminary allocation of cash paid for the Carter-Hoffmann acquisition is
      summarized as follows (in thousands):




Jun.
                    29, 2007
              
              Adjustments
              
              Jun.
                  28, 2008Current
                  assets
              
              $
              7,912
              
              $
              (2,125
              )
              $
              5,787Property,
                  plant and equipment
              
              
              2,264
              
              
              --
              
              
              2,264Goodwill
              
              
              9,452
              
              
              (1,421
              )
              
              8,031Other
                  intangibles
              
              
              --
              
              
              3,910
              
              
              3,910Current
                  liabilities
              
              
              (3,646
              )
              
              (50
              )
              
              (3,696
              )Other
                  non-current liabilities
              
              
              (54
              )
              
              --
              
              
              (54
              )Total
                  cash paid
              
              $
              15,928
              
              $
              314
              
              $
              16,242


The
      goodwill and $2.3 million of other intangibles associated with the trade name
      are subject to the non-amortization provisions of SFAS No. 142. Other
      intangibles also includes $1.6 million allocated to customer relationships
      are
      to be amortized over a period of 4 years. Goodwill and other intangibles of
      Carter-Hoffmann are allocated to the Commercial Foodservice Equipment Group
      for
      segment reporting purposes. These assets are expected to be deductible for
      tax
      purposes.








*MP
      Equipment*





On
      July
      2, 2007, the company completed its acquisition of the assets and operations
      of
      MP Equipment (“MP Equipment”), a leading manufacturer of food processing
      equipment for a purchase price of $15.0 million in cash plus transaction
      expenses. An additional deferred payment of $2.0 million is also due to the
      seller at the earlier of three years or upon the achievement of reaching certain
      profit targets. An additional contingent payment of $1.0 million is also payable
      if the business reaches certain target profits.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.





The
      preliminary allocation of cash paid for the MP Equipment acquisition is
      summarized as follows (in thousands):




Jul.
                  2, 2007
              
              Adjustments
              
              Jun.
                  28, 2008Current
                  assets
              
              $
              5,315
              
              $
              --
              
              $
              5,315Property,
                  plant and equipment
              
              
              297
              
              
              --
              
              
              297Goodwill
              
              
              9,290
              
              
              896
              
              
              10,186Other
                  intangibles
              
              
              6,420
              
              
              (770
              )
              
              5,650Other
                  assets
              
              
              16
              
              
              --
              
              
              16Current
                  liabilities
              
              
              (4,018
              )
              
              (50
              )
              
              (4,068
              )Other
                  non-current liabilities
              
              
              (2,127
              )
              
              --
              
              
              (2,127
              )Total
                  cash paid
              
              $
              15,193
              
              $
              76
              
              $
              15,269




8




The
      goodwill and $3.3 million of other intangibles associated with the trade name
      are subject to the non-amortization provisions of SFAS No. 142. Other
      intangibles also includes $0.3 million allocated to backlog, $0.3 million
      allocated to developed technology and $1.8 million allocated to customer
      relationships which are to be amortized over periods of 6 months, 5 years and
      5
      years, respectively. Goodwill and other intangibles of MP Equipment are
      allocated to the Food Processing Equipment Group for segment reporting purposes.
      These assets are expected to be deductible for tax purposes.





*Wells
      Bloomfield*





On
      August
      3, 2007, the company completed its acquisition of the assets and operations
      of
      Wells Bloomfield (“Wells Bloomfield”), a leading manufacturer of commercial
      cooking and beverage equipment from Carrier Commercial Refrigeration
      Inc., a
      subsidiary of Carrier Corporation, which is a unit of United Technologies
      Corporation, for
      an
      aggregate purchase price of $28.4 million in cash plus transaction expenses.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.





The
      preliminary allocation of cash paid for the Wells Bloomfield acquisition is
      summarized as follows (in thousands):




Aug.
                  3, 2007
              
              Adjustments
              
              Jun.
                  28, 2008Cash
              
              $
              2
              
              $
              --
              
              $
              2Current
                  assets
              
              
              15,133
              
              
              (303
              )
              
              14,830Property,
                  plant and equipment
              
              
              3,961
              
              
              (5
              )
              
              3,956Goodwill
              
              
              5,835
              
              
              2,202
              
              
              8,037Other
                  intangibles
              
              
              8,130
              
              
              (200
              )
              
              7,930Other
                  assets
              
              
              21
              
              
              --
              
              
              21Current
                  liabilities
              
              
              (4,277
              )
              
              (1,588
              )
              
              (5,865
              )Total
                  cash paid
              
              $
              28,805
              
              $
              106
              
              $
              28,911




The
      goodwill and $5.5 million of other intangibles associated with the trade name
      are subject to the non-amortization provisions of SFAS No. 142. Other
      intangibles of $2.4 million allocated to customer relationships are to be
      amortized over a period of 4 years. Goodwill and other intangibles of Wells
      Bloomfield are allocated to the Commercial Foodservice Equipment Group for
      segment reporting purposes. These assets are expected to be deductible for
      tax
      purposes.




9




*Star*





On
      December 31, 2007, the company acquired the stock of New Star International
      Holdings, Inc. and subsidiaries (“Star”), a leading manufacturer of commercial
      cooking equipment for an aggregate purchase price of $188.4 million in cash
      plus
      transaction expenses. During the three month period ended June 28, 2008, the
      company finalized the working capital provision resulting in an additional
      payment of $173,000.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.





The
      preliminary allocation of cash paid for the Star acquisition is summarized
      as
      follows (in thousands):




Dec.
                  31, 2007
              
              Adjustments
              
              Jun.
                  28, 2008Cash
              
              $
              376
              
              $
              --
              
              $
              376Current
                  assets
              
              
              27,783
              
              
              --
              
              
              27,783Property,
                  plant and equipment
              
              
              8,225
              
              
              --
              
              
              8,225Goodwill
              
              
              101,365
              
              
              337
              
              
              101,702Other
                  intangibles
              
              
              75,150
              
              
              --
              
              
              75,150Other
                  assets
              
              
              71
              
              
              --
              
              
              71Current
                  liabilities
              
              
              (10,205
              )
              
              (164
              )
              
              (10,369
              )Deferred
                  tax liabilities
              
              
              (8,837
              )
              
              --
              
              
              (8,837
              )Other
                  non-current liabilities
              
              
              (4.295
              )
              
              --
              
              
              (4,295
              )Total
                  cash paid
              
              $
              189,633
              
              $
              173
              
              $
              189,806




The
      goodwill and $47.0 million of other intangibles associated with the trade name
      are subject to the non-amortization provisions of SFAS No. 142. Other
      intangibles also includes $0.4 million allocated to backlog, $3.8 million
      allocated to developed technology and $24.0 million allocated to customer
      relationships which are to be amortized over periods of 1 month, 7 years and
      7
      years, respectively. Goodwill and other intangibles of Star are allocated to
      the
      Commercial Foodservice Equipment Group for segment reporting purposes. These
      assets are not expected to be deductible for tax purposes.




10




*Pro
      forma Financial Information*





The
      following unaudited pro forma results of operations for the year ended December
      29, 2007, not previously included in the original Form 10-Q, assumes the Star
      acquisition was completed on December 31, 2006.  The pro forma results
      include adjustments to reflect additional interest expense to fund the
      acquisition, amortization of intangibles associated with the acquisition, and
      the effects of adjustments made to the carrying value of certain
      assets.




December
                29, 2007
            
            December
                30, 2006Net
                sales
            
            $
            592,513
            
            $
            487,283Net
                earnings
            
            $
            51,769
            
            $
            40,672Net
                earnings per share:Basic
            
            $
            3.30
            
            $
            2.66Diluted
            
            $
            3.06
            
            $
            2.46





The
      pro
      forma financial information presented above is not necessarily indicative of
      either the results of operations that would have occurred had the acquisition
      of
      Star, been effective on December 31, 2006 or of future operations of the
      company.  Also, the pro forma financial information does not reflect the
      costs which the company has or may incur to integrate Star.








*Giga*





On
      April
      22, 2008, the company acquired the stock of Giga
      Grandi Cucine S.r.l. (“Giga”) ,
      a
      leading European
      manufacturer of ranges, ovens and steam cooking equipment for
      a
      purchase price of $9.7 million in cash plus transaction costs. The company
      also
      assumed $5.1 million of debt included as part of the net assets of Giga. An
      additional deferred payment of $5.4 million is also due the seller ratably
      over
      a three year period. The
      purchase price is subject to adjustment based upon a working capital provision
      within the purchase agreement.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.





The
      preliminary allocation of cash paid for the Giga acquisition is summarized
      as
      follows (in thousands):




Apr.
                  22, 2008Cash
              
              $
              222Current
                  assets
              
              
              14,645Property,
                  plant and equipment
              
              
              628Goodwill
              
              
              10,135Other
                  intangibles
              
              
              3,330Other
                  assets
              
              
              473Current
                  maturities of long-term debt
              
              
              (5,105
              )Current
                  liabilities
              
              
              (8,757
              )Other
                  non-current liabilities
              
              
              (5,431
              )Total
                  cash paid
              
              $
              10,140




11




The
      goodwill and $2.4 million of other intangibles associated with the trade name
      are subject to the non-amortization provisions of SFAS No. 142. Other
      intangibles also includes $0.1 million allocated to backlog and $0.8 million
      allocated to customer relationships, which
      are
      to be amortized over periods of 3 months and 4 to 10 years, respectively.
      Goodwill and other intangibles of Giga are allocated to the Commercial
      Foodservice Equipment Group for segment reporting purposes. These assets are
      not
      expected to be deductible for tax purposes.








*Frifri*





On
      April
      23, 2008, the company acquired the assets of FriFri
      aro SA (“FriFri”) ,
      a
      leading European
      supplier of frying systems for
      an
      aggregate purchase price of $3.4 million plus transaction
      costs .
      The
      purchase price is subject to adjustment based upon a working capital provision
      within the purchase agreement.





The
      company has accounted for this business combination using the purchase method
      to
      record a new cost basis for the assets acquired and liabilities assumed. The
      difference between the purchase price and the fair value of the assets acquired
      and liabilities assumed has been recorded as goodwill in the financial
      statements. The allocation of the purchase price to the assets, liabilities
      and
      intangible assets is under review and is subject to change based upon
      finalization of the valuation of the assets and liabilities acquired.





The
      preliminary allocation of cash paid for the Frifri acquisition is summarized
      as
      follows (in thousands):




Apr.
                  23, 2008Cash
              
              $
              469Current
                  assets
              
              
              4,263Property,
                  plant and equipment
              
              
              460Goodwill
              
              
              1,155Current
                  liabilities
              
              
              (2,828
              )Total
                  cash paid
              
              $
              3,519




The
      goodwill associated with the trade name are subject to the non-amortization
      provisions of SFAS No. 142. Goodwill of Frifri is allocated to the Commercial
      Foodservice Equipment Group for segment reporting purposes. These assets are
      not
      expected to be deductible for tax purposes.





12




**3)**
            **Stock
                Split**





On
      May 3,
      2007, the company’s Board of Directors authorized a two-for-one split of the
      company’s common stock in the form of a stock dividend. The stock dividend was
      paid on June 15, 2007 to company shareholders of record as of June 1, 2007.
      The
      company’s common stock began trading on a split-adjusted basis on June 18, 2007.
      All references in the accompanying condensed consolidated financial statements
      and notes thereto to net earnings per share and the number of shares have been
      adjusted to reflect this stock split.








**4)**
            **Litigation
                Matters**




From
      time
      to time, the company is subject to proceedings, lawsuits and other claims
      related to products, suppliers, employees, customers and competitors. The
      company maintains insurance to partially cover product liability, workers
      compensation, property and casualty, and general liability matters.  The
      company is required to assess the likelihood of any adverse judgments or
      outcomes to these matters as well as potential ranges of probable losses. 
A determination of the amount of accrual required, if any, for these
      contingencies is made after assessment of each matter and the related insurance
      coverage.  The reserve requirement may change in the future due to new
      developments or changes in approach such as a change in settlement strategy
      in
      dealing with these matters.  The company does not believe that any pending
      litigation will have a material adverse effect on its financial condition,
      results of operations or cash flows of the company.








**5)**
            **Recently
                Issued Accounting
                Standards**




In
        December 2007, the FAS issued SFAS No. 141R, “Business Combinations”. This
        statement provides companies with principles and requirements on how an acquirer
        recognizes and measures in its financial statements the identifiable assets
        acquired, liabilities assumed, and any noncontrolling interest in the acquiree
        as well as the recognition and measurement of goodwill acquired in a business
        combination. This statement also requires certain disclosures to enable users
        of
        the financial statements to evaluate the nature and financial effects of
        the
        business combination. Acquisition costs associated with the business combination
        will generally be expensed as incurred. This statement is effective for business
        combinations occurring in fiscal years beginning after December 15, 2008.
        Early adoption of FASB Statement No. 141R is not permitted. The company is
        evaluating the impact the application of this guidance will have on the
        company’s financial position, results of operations and cash flows. The company
        will adopt this statement for acquisitions consummated after the statement’s
        effective date.
  In
        December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements - an amendment
        of
        ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting
        standards for the noncontrolling interest (minority interest) in a subsidiary
        and for the deconsolidation of a subsidiary. Upon its adoption, effective
        as of
        the beginning of the company’s 2009 fiscal year, noncontrolling interests will
        be classified as equity in the company’s financial statements and income and
        comprehensive income attributed to the noncontrolling interest will be included
        in the company’s income and comprehensive income. The provisions of this
        standard must be applied retrospectively upon adoption. The company does
        not
        anticipate that the adoption of SFAS No. 160 will have a material impact
        on its
        financial statements.




13




In
        March 2008, the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging Activities—an amendment of
        FASB Statement No. 133.” This statement amends SFAS No. 133 to require enhanced
        disclosures about an entity’s derivative and hedging activities. This Statement
        is effective for financial statements issued for fiscal years and interim
        periods beginning after November 15, 2008, with early application encouraged.
        The company is evaluating the impact the application of this guidance will
        have
        on the company’s financial position, results of operations and cash
        flows.
  In
        May 2008, the FASB issued SFAS No. 162, “The
        Hierarchy of Generally Accepted Accounting Principles.” This statement
        identifies the sources of accounting principles and the framework for selecting
        the principles to be used in the preparation of financial statements of
        nongovernmental entities that are presented in conformity with generally
        accepted accounting principles (GAAP) in the United States. This statement
        directs the hierarchy to the entity, rather than the independent auditors,
        as
        the entity is responsible for selecting accounting principles for financial
        statements that are presented in conformity with generally accepted accounting
        principles. This statement is effective 60 days following the SEC’s approval of
        the Public Company Accounting Oversight Board amendments to remove the hierarchy
        of generally accepted accounting principles from the auditing standards.
        The
        company does not anticipate that the adoption of SFAS No. 162 will have a
        material impact on its financial statements.





**6)**
            **Other
                Comprehensive Income**





The
      company reports changes in equity during a period, except those resulting from
      investments by owners and distributions to owners, in accordance with SFAS
      No.
      130, "Reporting Comprehensive Income."





Components
      of other comprehensive income were as follows (in thousands):




Three
                  Months Ended
              
              Six
                  Months EndedJun.
                  28, 2008
              
              Jun.
                  30, 2007
              
              Jun.
                  28, 2008
              
              Jun.
                  30, 2007Net
                  earnings
              
              $
              17,117
              
              $
              12,582
              
              $
              30,298
              
              $
              23,302Currency
                  translation adjustment
              
              
              74
              
              
              244
              
              
              919
              
              
              276Unrealized
                  loss (gain) oninterest
                  rate swaps, net of tax
              
              
              764
              
              
              37
              
              
              220
              
              
              (99
              )Comprehensive
                  income
              
              $
              17,955
              
              $
              12,863
              
              $
              31,437
              
              $
              23,
                  479




Accumulated
      other comprehensive income is comprised of minimum pension liability of $(0.9)
      million, net of taxes of $(0.6) million as of June 28, 2008 and December 29,
      2007, foreign currency translation adjustments of $2.7 million as of June 28,
      2008 and $1.7 million as of December 29, 2007, and an unrealized gain on
      interest rate swaps of $0.2 million, net of taxes of $0.4 million, as of June
      28, 2008.





14




**8)**
            **Inventories**





Inventories
      are composed of material, labor and overhead and are stated at the lower of
      cost
      or market. Costs for inventory at two of the company's manufacturing facilities
      have been determined using the last-in, first-out ("LIFO") method. These
      inventories under the LIFO method amounted to $15.9 million at June 28, 2008
      and
      $16.4 million at December 29, 2007 and represented approximately 17% and 25%
      of
      the total inventory in each respective period. Costs for all other inventory
      have been determined using the first-in, first-out ("FIFO") method. The company
      estimates reserves for inventory obsolescence and shrinkage based on its
      judgment of future realization. Inventories at June 28, 2008 and December 29,
      2007 are as follows:




Jun.
                  28, 2008
              
              Dec.
                  29, 2007(in
                  thousands)Raw
                  materials and parts
              
              $
              26,281
              
              $
              25,047Work-in-process
              
              
              20,801
              
              
              11,033Finished
                  goods
              
              
              45,603
              
              
              30,66992,685
              
              
              66,749LIFO
                  adjustment
              
              
              (1,111
              )
              
              (311
              )$
              91,574
              
              $
              66,438








**8)**
            **Accrued
                Expenses**





Accrued
      expenses consist of the following:




Jun.
                  28, 2008
              
              Dec,
                  29, 2007(in
                  thousands)Accrued
                  payroll and related expenses
              
              $
              18,072
              
              $
              21,448Accrued
                  warranty
              
              
              13,637
              
              
              12,276Accrued
                  customer rebates
              
              
              10,137
              
              
              16,326Accrued
                  product liability and workers comp
              
              
              8,921
              
              
              6,978Advance
                  customer deposits
              
              
              7,696
              
              
              7,971Accrued
                  commission
              
              
              4,953
              
              
              4,265Other
                  accrued expenses
              
              
              29,356
              
              
              26,317$
              92,772
              
              $
              95,581




15




**9)**
            **Warranty
                Costs**





In
      the
      normal course of business the company issues product warranties for specific
      product lines and provides for the estimated future warranty cost in the period
      in which the sale is recorded.  The estimate of warranty cost is based on
      contract terms and historical warranty loss experience that is periodically
      adjusted for recent actual experience. Because warranty estimates are forecasts
      that are based on the best available information, claims costs may differ from
      amounts provided. Adjustments to initial obligations for warranties are made
      as
      changes in the obligations become reasonably estimable.





A
      rollforward of the warranty reserve is as follows:




Six
                  Months EndedJun.28,
                  2008(in
                  thousands)Beginning
                  balance
              
              $
              12,276Warranty
                  reserve related to acquisitions
              
              
              1,453Warranty
                  expense
              
              
              7,665Warranty
                  claims
              
              
              (7,757
              )Ending
                  balance
              
              $
              13,637






**10)**
            **Financing
                Arrangements**




Jun.28,
                  2008
              
              Dec.
                  29, 2007(in
                  thousands)Senior
                  secured revolving credit line
              
              $
              263,600
              
              $
              91,350Foreign
                  loan
              
              
              10,973
              
              
              4,847Total
                  debt
              
              $
              274,573
              
              $
              96,197Less:
                  Current maturities of long-term debt
              
              
              8,705
              
              
              2,683Long-term
                  debt
              
              $
              265,868
              
              $
              93,514







During
      the fourth quarter of 2007 the company entered into a new senior secured credit
      facility. Terms of the senior credit agreement provide for $450.0 million of
      availability under a revolving credit line. As of June 28, 2008, the company
      had
      $263.6 million of borrowings outstanding under this facility. The company also
      has $5.7 million in outstanding letters of credit, which reduces the borrowing
      availability under the revolving credit line.





Borrowings
      under the senior secured credit facility are assessed at an interest rate at
      1.25% above LIBOR for long-term borrowings or at the higher of the Prime rate
      and the Federal Funds Rate. At June 28, 2008 the average interest rate on the
      senior debt amounted to 3.87%. The interest rates on borrowings under the senior
      bank facility may be adjusted quarterly based on the company’s defined
      indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment
      fee based upon the indebtedness ratio is charged on the unused portion of the
      revolving credit line. This variable commitment fee amounted to 0.25% as of
      June
      28, 2008.




16




In
      August
      2006, the company completed its acquisition of Houno A/S in Denmark. This
      acquisition was funded in part with locally established debt facilities with
      borrowings in Danish Krone.  On June 28, 2008 these facilities amounted to
      $5.5 million in US dollars, including $3.1 million outstanding under a revolving
      credit facility and $2.4 million of a term loan.  The interest rate on the
      revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted
      to 6.3% on June 28, 2008. The term loan matures in 2013 and the interest rate
      is
      assessed at 6.4%.





In
      April
      2008, the company completed its acquisition of Giga Grandi Cucine S.r.l in
      Italy. This acquisition was funded in part with locally established debt
      facilities with borrowings in denominated in Euro.  On June 28, 2008 these
      facilities amounted to $5.8 million in US dollars.  The borrowings under
      these facilities are collateralized by the receivables of the company.  The
      interest rate on the credit facilites is tied to six month Euro LIBOR. The
      facilities mature in April of 2015.





The
      company has historically entered into interest rate swap agreements to
      effectively fix the interest rate on its outstanding debt. The agreements swap
      one-month LIBOR for fixed rates. As of June 28, 2008 the company had the
      following interest rate swaps in effect:





**Fixed****Notional**
            
            **Interest**
            
            **Effective**
            
            **Maturity****Amount**
            
            **Rate**
            
            **Date**
            
            **Date**$
                10,000,000
            
            
            5.030
            %
            
            3/3/2006
            
            
            12/21/2009$ 10,000,000
            
            
            2.520
            %
            
            2/19/2008
            
            
            2/19/2009$ 20,000,000
            
            
            2.635
            %
            
            2/6/2008
            
            
            2/6/2009$ 25,000,000
            
            
            3.350
            %
            
            1/14/2008
            
            
            1/14/2010$ 10,000,000
            
            
            2.920
            %
            
            2/1/2008
            
            
            2/1/2010$ 10,000,000
            
            
            2.785
            %
            
            2/6/2008
            
            
            2/6/2010$ 10,000,000
            
            
            3.033
            %
            
            2/6/2008
            
            
            2/6/2011$ 10,000,000
            
            
            2.820
            %
            
            2/1/2008
            
            
            2/1/2009$ 10,000,000
            
            
            3.590
            %
            
            6/10/2008
            
            
            6/10/2011$ 20,000,000
            
            
            3.350
            %
            
            6/10/2008
            
            
            6/10/2010








The
      terms
      of the senior secured credit facility limit the paying of dividends, capital
      expenditures and leases, and require, among other things, certain ratios of
      indebtedness and fixed charge coverage. The credit agreement also provides
      that
      if a material adverse change in the company’s business operations or conditions
      occurs, the lender could declare an event of default. Under terms of the
      agreement a material adverse effect is defined as (a) a material adverse change
      in, or a material adverse effect upon, the operations, business properties,
      condition (financial and otherwise) or prospects of the company and its
      subsidiaries taken as a whole; (b) a material impairment of the ability of
      the
      company to perform under the loan agreements and to avoid any event of default;
      or (c) a material adverse effect upon the legality, validity, binding effect
      or
      enforceability against the company of any loan document. A material adverse
      effect is determined on a subjective basis by the company's creditors. The
      credit facility is secured by the capital stock of the company’s domestic
      subsidiaries, 65% of the capital stock of the company’s foreign subsidiaries and
      substantially all other assets of the company. At June 28, 2008, the company
      was
      in compliance with all covenants pursuant to its borrowing
      agreements.




17




**11)**
            **Financial
                Instruments**





In
      June
      1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments
      and
      Hedging Activities". SFAS No. 133, as amended, establishes accounting and
      reporting standards for derivative instruments. The statement requires an entity
      to recognize all derivatives as either assets or liabilities and measure those
      instruments at fair value. Derivatives that do not qualify as a hedge must
      be
      adjusted to fair value in earnings. If the derivative does qualify as a hedge
      under SFAS No. 133, changes in the fair value will either be offset against
      the
      change in fair value of the hedged assets, liabilities or firm commitments
      or
      recognized in other accumulated comprehensive income until the hedged item
      is
      recognized in earnings. The ineffective portion of a hedge's change in fair
      value will be immediately recognized in earnings.





*Foreign
      Exchange* :
      The
      company has entered into derivative instruments, principally forward contracts
      to reduce exposures pertaining to fluctuations in foreign exchange rates. As
      of
      June 28, 2008 the company had no forward contracts outstanding.





*Interest
      Rate*:The company has entered into interest rate swaps to fix the interest
      rate
      applicable to certain of its variable-rate debt. The agreements swap one-month
      LIBOR for a fixed rates The company has designated these swaps as cash flow
      hedges and all changes in fair value of the swaps are recognized in accumulated
      other comprehensive income. As of June 28, 2008, the fair value of these
      instruments was less than $0.1 million. The change in fair value of these swap
      agreements in the six months of 2008 was a gain of $0.8 million, net of taxes.




**Fixed**
            
            
            
            
            
            
            
            **Changes****Notional**
            
            **Interest**
            
            **Effective**
            
            **Maturity**
            
            **Fair
                Value**
            
            **In
                Fair Value****Amount**
            
            **Rate**
            
            **Date**
            
            **Date**
            
            **Jun.
                28, 2008**
            
            **(net
                of taxes)**$
                10,000,000
            
            
            5.030
            %
            
            03/03/2006
            
            
            12/21/2009
            
            $
            (264,000
            )
            $
            119,000
            1$
                10,000,000
            
            
            2.520
            %
            
            2/19/2008
            
            
            2/19/2009
            
            $
            12,000
            
            $
            24,000$
                20,000,000
            
            
            2.635
            %
            
            2/6/2008
            
            
            2/6/2009
            
            $
            4,000
            
            $
            42,000$
                25,000,000
            
            
            3.350
            %
            
            1/14/2008
            
            
            1/14/2010
            
            $
            (80,000
            )
            $
            230,000$
                10,000,000
            
            
            2.920
            %
            
            2/1/2008
            
            
            2/1/2010
            
            $
            40,000
            
            $
            88,000$
                10,000,000
            
            
            2.785
            %
            
            2/6/2008
            
            
            2/6/2010
            
            $
            5,000
            
            $
            32,000$
                10,000,000
            
            
            3.033
            %
            
            2/6/2008
            
            
            2/6/2011
            
            $
            63,000
            
            $
            86,000$
                10,000,000
            
            
            2.820
            %
            
            2/1/2008
            
            
            2/1/2009
            
            $
            150,000
            
            $
            150,000$
                10,000,000
            
            
            3.590
            %
            
            6/10/2008
            
            
            6/10/2011
            
            $
            35,000
            
            $
            21,000$
                20,000,000
            
            
            3.350
            %
            
            6/10/2008
            
            
            6/10/2010
            
            $
            (9,000
            )
            $
            (5,000
            )




1
            Previous
                to the fiscal quarter ended March 29, 2008, this swap had not been
                designated as an effective cash flow hedge. The swap was designated
                as an
                effective cash flow hedge during the quarter ended March 29, 2008.
                In
                accordance with SFAS No. 133, the net reduction of $0.2 million in
                the
                fair value of this swap prior to the designation date has been recorded
                as
                a loss in earnings for the first quarter
                2008.




18




**12)**
            **Segment
                Information**





The
      company operates in three reportable operating segments defined by management
      reporting structure and operating activities.





The
      Commercial Foodservice Equipment business group manufactures cooking equipment
      for the restaurant and institutional kitchen industry. This business segment
      has
      manufacturing facilities in California, Illinois, Michigan, Missouri, Nevada,
      New Hampshire, North Carolina, Tennessee, Vermont, Denmark, Italy, the
      Philippines and Switzerland. The
      Commercial Foodservice Equipment group manufactures conveyor ovens, convection
      ovens, fryers, ranges, toasters, combi ovens, steamers, broilers, deck ovens,
      baking ovens, proofers, beverage systems and beverage dispensing equipment,
      counter-top cooking and warming equipment. This business segment’s principal
      product lines include Middleby Marshall® and CTX® conveyor oven equipment,
      Blodgett® convection ovens, conveyor ovens, deck oven equipment, Blodgett Combi®
cooking equipment, Blodgett Range® ranges, Nu-Vu® baking ovens and proofers,
      Pitco Frialator® fryer equipment, Southbend® ranges, convection ovens and
      heavy-duty cooking equipment, Toastmaster® toasters and counterline cooking and
      warming equipment, Jade Range® ranges and ovens, Carter Hoffmann® warming,
      holding and transporting equipment, Bloomfield® beverage systems and beverage
      dispensing equipment, Wells® convection
      ovens, counterline cooking equipment and ventless cooking systems, Star®
light duty cooking equipment, Holman® toasting equipment, Lang® ovens and
      ranges, Houno® combi-ovens and baking ovens, Giga® ranges, ovens and steam
      equipment, Frifri® frying systems and MagiKitch'n® charbroilers and catering
      equipment.





The
      Food
      Processing Equipment business group manufactures cooking and packaging equipment
      for the food processing industry. This business segment has manufacturing
      facilities in Georgia and Wisconsin. Its principal products include
      Alkar ® batch
      ovens, conveyorized ovens and continuous process ovens, RapidPak ® food
      packaging machinery and MP Equipment ® breading, battering, mixing, forming, and slicing equipment.





The
      International Distribution Division provides integrated sales, export
      management, distribution and installation services through its operations in
      China, India, Lebanon, Mexico, the Philippines, Russia, South Korea, Spain,
      Sweden, Taiwan and the United Kingdom. The division sells the company’s product
      lines and certain non-competing complementary product lines throughout the
      world. For a local country distributor or dealer, the company is able to provide
      a centralized source of foodservice equipment with complete export management
      and product support services.





The
      accounting policies of the segments are the same as those described in the
      summary of significant accounting policies. The chief decision maker evaluates
      individual segment performance based on operating income. Management believes
      that intersegment sales are made at established arms-length transfer
      prices.




19




**Net
      Sales Summary**


**(dollars
      in thousands)**




Three
                Months Ended
            
            Six
                Months EndedJun.
                28, 2008
            
            Jun.
                30, 2007
            
            Jun.
                28, 2008
            
            Jun.
                30, 2007Sales
            
            Percent
            
            Sales
            
            Percent
            
            Sales
            
            Percent
            
            Sales
            
            PercentBusiness
                Divisions:Commercial
                Foodservice
            
            $
            146,869
            
            
            84.6
            
            $
            93,108
            
            
            82.2
            
            $
            280,885
            
            
            84.0
            
            $
            183,647
            
            
            83.9Food
                Processing
            
            
            20,468
            
            
            11.8
            
            
            13,353
            
            
            11.8
            
            
            40,356
            
            
            12.1
            
            
            25,549
            
            
            11.7International
                Distribution(1)
            
            
            15,425
            
            
            8.9
            
            
            14,521
            
            
            12.8
            
            
            31,218
            
            
            9.3
            
            
            28,097
            
            
            12.8Intercompany
                sales (2)
            
            
            (9,249
            )
            
            (5.3
            )
            
            (7,734
            )
            
            (6.8
            )
            
            (18,063
            )
            
            (5.4
            )
            
            (18,350
            )
            
            (8.4
            )Total
            
            $
            173,513
            
            
            100.0
            %
            $
            113,248
            
            
            100.0
            %
            $
            334,396
            
            
            100.0
            %
            $
            218,943
            
            
            100.0
            %




*(1)*
            *Consists
                of sales of products manufactured by Middleby and products**manufactured
                by third parties.*


*(2)*
              *Represents
                  the elimination of sales from the Commercial Foodservice Equipment
                  Group
                  to the International**Distribution
                  Division*
  20


The
      following table summarizes the results of operations for the company's business
      segments (1) (in
      thousands):




Commercial
            
            
            Food
            
            
            International
            
            
            CorporateFoodservice
            
            
            Processing
            
            
            Distribution
            
            
            and
                Other(2)
            
            
            Eliminations(3)
            
            
            Total**Three
                months ended June 28, 2008**Net
                sales
            
            $
            146,869
            
            $
            20,468
            
            $
            15,425
            
            $
            --
            
            $
            (9,249
            )
            $
            173,513Operating
                income
            
            
            37,657
            
            
            3,297
            
            
            1,092
            
            
            (9,707
            )
            
            153
            
            
            32,492Depreciation
                expense
            
            
            1,376
            
            
            103
            
            
            47
            
            
            35
            
            
            --
            
            
            1,561Net
                capital expenditures
            
            
            545
            
            
            25
            
            
            49
            
            
            --
            
            
            --
            
            
            619**Six
                months ended June 28, 2008**Net
                sales
            
            $
            280,885
            
            $
            40,356
            
            $
            31,218
            
            $
            --
            
            $
            (18,063
            )
            $
            334,396Operating
                income
            
            
            68,204
            
            
            6,086
            
            
            2,166
            
            
            (18,149
            )
            
            201
            
            
            58,508Depreciation
                expense
            
            
            2,645
            
            
            207
            
            
            99
            
            
            72
            
            
            --
            
            
            3,023Net
                capital expenditures
            
            
            2,444
            
            
            76
            
            
            201
            
            
            22
            
            
            --
            
            
            2,743Total
                assets
            
            
            535,556
            
            
            74,047
            
            
            30,805
            
            
            24,810
            
            
            (8,475
            )
            
            656,743Long-lived
                assets(4)
            
            
            370,046
            
            
            37,618
            
            
            724
            
            
            16,228
            
            
            --
            
            
            424,616**Three
                months ended June 30, 2007**Net
                sales
            
            $
            93,108
            
            $
            13,353
            
            $
            14,521
            
            $
            --
            
            $
            (7,734
            )
            $
            113,248Operating
                income
            
            
            22,291
            
            
            3,617
            
            
            1,136
            
            
            (6,199
            )
            
            357
            
            
            21,202Depreciation
                expense
            
            
            808
            
            
            124
            
            
            40
            
            
            37
            
            
            --
            
            
            1,009Net
                capital expenditures
            
            
            408
            
            
            6
            
            
            44
            
            
            13
            
            
            --
            
            
            471**Six
                months ended June 30, 2007**Net
                sales
            
            $
            183,647
            
            $
            25,549
            
            $
            28,097
            
            $
            --
            
            $
            (18,350
            )
            $
            218,943Operating
                income
            
            
            44,079
            
            
            6,017
            
            
            1,982
            
            
            (12,481
            )
            
            411
            
            
            40,008Depreciation
                expense
            
            
            1,503
            
            
            251
            
            
            83
            
            
            73
            
            
            --
            
            
            1,910Net
                capital expenditures
            
            
            928
            
            
            12
            
            
            55
            
            
            74
            
            
            --
            
            
            1,069Total
                assets
            
            
            249,058
            
            
            44,858
            
            
            26,883
            
            
            6,775
            
            
            (8,352
            )
            
            319,222Long-lived
                assets(4)
            
            
            147,766
            
            
            30,491
            
            
            433
            
            
            5,990
            
            
            --
            
            
            184,680




*(1)*
            *Non-operating
                expenses are not allocated to the operating segments. Non-operating
                expenses consist of interest expense**and
                deferred financing amortization, foreign exchange gains and losses
                and
                other income and expense items outside of**income
                from operations.*





*(2)*
            *Includes
                corporate and other general company assets and
                operations.*





*(3)*
            *Includes
                elimination of intercompany sales, profit in inventory and intercompany
                receivables.**Intercompany
                sale transactions are *predominantly
                from the Commercial Foodservice Equipment Group to the International
                Distribution
                Division.**





*(4)*
            *Long-lived
                assets of the Commercial Foodservice Equipment Group includes assets
                located in the Philippines, which amounted to $1,874**and
                $1,969 in second quarter 2008 and 2007, respectively, assets located
                in
                Denmark which amounted to $3,131 and $781 in *second
                quarter 2008 and 2007, respectively, assets located in Italy which
                amounted to $16,067 in second quarter of 2008 and assets**located
                in Switzerland which amounted to $1,725 in second quarter
                2008.**




21




Net
      sales
      by major geographic region, including those sales from the Commercial Foodservice
      Equipment Group direct to international customers, were as follows (in
      thousands):





Three
                Months Ended
            
            Six
                Months EndedJun.
                28, 2008
            
            Jun.
                30, 2007
            
            Jun.
                28, 2008
            
            Jun.
                30, 2007United
                States and Canada
            
            $
            138,619
            
            $
            91,509
            
            $
            271,572
            
            $
            177,541Asia
            
            
            9,358
            
            
            6,169
            
            
            16,510
            
            
            11,642Europe
                and Middle East
            
            
            20,489
            
            
            12,495
            
            
            36,810
            
            
            23,272Latin
                America
            
            
            5,047
            
            
            3,075
            
            
            9,454
            
            
            6,488Net
                sales
            
            $
            173,513
            
            $
            113,248
            
            $
            334,396
            
            $
            218,943






**13)**
            **Employee
                Retirement Plans**





*(a)*  *Pension
      Plans*





The
      company maintains a non-contributory defined benefit plan for its union
      employees at the Elgin, Illinois facility. Benefits are determined based upon
      retirement age and years of service with the company. This defined benefit
      plan
      was frozen on April 30, 2002 and no further benefits accrue to the participants
      beyond this date. Plan participants will receive or continue to receive payments
      for benefits earned on or prior to April 30, 2002 upon reaching retirement
      age.
      The employees participating in the defined benefit plan were enrolled in a
      newly
      established 401K savings plan on September 30, 2002, further described below.





The
      company also maintains a retirement benefit agreement with its Chairman. The
      retirement benefits are based upon a percentage of the Chairman’s final base
      salary. Additionally, the company maintains a retirement plan for non-employee
      directors. The plan provides for an annual benefit upon a change in control
      of
      the company or retirement from the Board of Directors at age 70, equal to 100%
      of the director’s last annual retainer, payable for a number of years equal to
      the director’s years of service up to a maximum of 10 years.





Contributions
      under the union plan are funded in accordance with provisions of The Employee
      Retirement Income Security Act of 1974. There are no contributions expected
      to
      be made in 2008. Contributions to the directors' plan are based upon actual
      retirement benefits as they retire.





*(b)*  *401K
      Savings Plans*





The
      company maintains two separate defined contribution 401K savings plans covering
      all employees in the United States. These two plans separately cover the union
      employees at the Elgin, Illinois facility and all other remaining union and
      non-union employees in the United States. The company makes profit sharing
      contributions to the various plans in accordance with the requirements of the
      plan. Profit sharing contributions for the Elgin Union 401K savings plans are
      made in accordance with the agreement.


**14)**
 
 In
July
        1998, the company’s Board of Directors adopted a stock repurchase program that
        authorized the purchase of common shares in open market purchases. As of
        June
        28, 2008, 1,167,868 shares had been purchased under the 1998 stock repurchase
        program. 210,000 shares were repurchased by the company during the three
        month
        period ended June 28, 2008.


22




**Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations.**





**Informational
      Note**





This
      report contains forward-looking statements subject to the safe harbor created
      by
      the Private Securities Litigation Reform Act of 1995. The company cautions
      readers that these projections are based upon future results or events and
      are
      highly dependent upon a variety of important factors which could cause such
      results or events to differ materially from any forward-looking statements
      which
      may be deemed to have been made in this report, or which are otherwise made
      by
      or on behalf of the company. Such factors include, but are not limited to,
      volatility in earnings resulting from goodwill impairment losses which may
      occur
      irregularly and in varying amounts; variability in financing costs; quarterly
      variations in operating results; dependence on key customers; international
      exposure; foreign exchange and political risks affecting international sales;
      ability to protect trademarks, copyrights and other intellectual property;
      changing market conditions; the impact of competitive products and pricing;
      the
      timely development and market acceptance of the company’s products; the
      availability and cost of raw materials; and other risks detailed herein and
      from
      time-to-time in the company’s Securities and Exchange Commission filings,
      including the company’s 2007 Annual Report on Form 10-K/A.




23




**Net
      Sales Summary**


**(dollars
      in thousands)**




Three
                Months Ended
            
            Six
                Months EndedJun.
                28, 2008
            
            Jun.
                30, 2007
            
            Jun.
                28, 2008
            
            Jun.
                30, 2007Sales
            
            Percent
            
            Sales
            
            Percent
            
            Sales
            
            Percent
            
            Sales
            
            PercentBusiness
                Divisions:Commercial
                Foodservice
            
            $
            146,869
            
            
            84.6
            
            $
            93,108
            
            
            82.2
            
            $
            280,885
            
            
            84.0
            
            $
            183,647
            
            
            83.9Food
                Processing
            
            
            20,468
            
            
            11.8
            
            
            13,353
            
            
            11.8
            
            
            40,356
            
            
            12.1
            
            
            25,549
            
            
            11.7International
                Distribution(1)
            
            
            15,425
            
            
            8.9
            
            
            14,521
            
            
            12.8
            
            
            31,218
            
            
            9.3
            
            
            28,097
            
            
            12.8Intercompany
                sales (2)
            
            
            (9,249
            )
            
            (5.3
            )
            
            (7,734
            )
            
            (6.8
            )
            
            (18,063
            )
            
            (5.4
            )
            
            (18,350
            )
            
            (8.4
            )Total
            
            $
            173,513
            
            
            100.0
            %
            $
            113,248
            
            
            100.0
            %
            $
            334,396
            
            
            100.0
            %
            $
            218,943
            
            
            100.0
            %





*(1)*
            *Consists
                of sales of products manufactured by Middleby and products**manufactured
                by third parties.*





*(2)*
            *Represents
                the elimination of sales**from
                the Commercial Foodservice Equipment Group to the**International
                Distribution Division.*







**Results
      of Operations**





The
      following table sets forth certain consolidated statements of earnings items
      as
      a percentage of net sales for the periods.





Three
                Months Ended
            
            Six
                Months EndedJun.
                28, 2008
            
            Jun.
                30, 2007
            
            Jun.
                28, 2008
            
            Jun.
                30, 2007Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            61.4
            
            
            60.4
            
            
            62.3
            
            
            60.7Gross
                profit
            
            
            38.6
            
            
            39.6
            
            
            37.7
            
            
            39.3Selling,
                general and administrative expenses
            
            
            19.9
            
            
            20.9
            
            
            20.2
            
            
            21.0Income
                from operations
            
            
            18.7
            
            
            18.7
            
            
            17.5
            
            
            18.3Net
                interest expense and deferred financing amortization
            
            
            1.8
            
            
            1.1
            
            
            2.0
            
            
            1.1Other
                (income) expense, net
            
            
            0.2
            
            
            (0.5
            )
            
            0.3
            
            
            (0.2
            )Earnings
                before income taxes
            
            
            16.7
            
            
            18.1
            
            
            15.2
            
            
            17.4Provision
                for income taxes
            
            
            6.8
            
            
            7.0
            
            
            6.1
            
            
            6.8Net
                earnings
            
            
            9.9
            %
            
            11.1
            %
            
            9.1
            %
            
            10.6
            %




24




**Three
      Months Ended June 28, 2008 Compared to Three Months Ended** **June
      30, 2007**





**NET
      SALES** ***.***  Net
      sales
      for the second quarter of fiscal 2008 were $173.5 million as compared to $113.2
      million in the second quarter of 2007.





Net
      sales
      at the Commercial Foodservice Equipment Group amounted to $146.9 million in
      the
      second quarter of 2008 as compared to $93.1 million in the prior year quarter.





Net
      sales
      from the acquisitions of Carter-Hoffmann, Wells Bloomfield, Star, Giga and
      Frifri, which were acquired on June 29, 2007, August 3, 2007, December 31,
      2007,
      April 22, 2008 and April 23, 2008, respectively, accounted for an increase
      of
      $50.0 million during the second quarter of 2008. Excluding the impact of
      acquisitions, net sales of commercial foodservice equipment increased $3.4
      million, despite difficult economic conditions reflecting the impact of new
      product introductions and increased business resulting from menu changes at
      certain restaurant chain customers.





Net
      sales
      for the Food Processing Equipment Group amounted to $20.5 million in the second
      quarter of 2008 as compared to $13.4 million in the prior year quarter. Net
      sales of MP Equipment, which was acquired on July 2, 2007, accounted for an
      increase of $10.2 million. Excluding the impact of acquisitions, net sales
      of
      food processing equipment decreased $2.9 million due to delayed customer
      purchases as a result of economic uncertainties and quarterly
      variations  which
      occur as a result of the timing of large orders .





Net
      sales
      at the International Distribution Division increased by $0.9 million to $15.4
      million or 6%, reflecting higher sales in Asia, Europe and Latin America.
      Increased international sales reflect increased business with restaurant chains
      and increased pricing competitiveness driven by the weakened US dollar.




**GROSS
      PROFIT** ***.***  Gross
      profit increased to $67.0 million in the second quarter of 2008 from $44.9
      million in the prior year period, reflecting the impact of higher sales volumes.
      The gross margin rate was 38.6% in the second quarter of 2008 as compared to
      39.6% in the prior year quarter. The net decrease in the gross margin rate
      reflects:





·
            Inventory
                step-up charge of $0.5 million related to the acquisitions of Giga
                and
                Frifri.





·
            The
                adverse impact of steel costs which have risen significantly from
                the
                prior year quarter.





·
            Lower
                margins at certain of the newly acquired operating companies which
                are in
                the process of being integrated within the
                company.




25




**SELLING,
        GENERAL AND ADMINISTRATIVE EXPENSES*.***Combined
        selling, general, and administrative expenses increased from $23.7 million
        in
        the second quarter of 2007 to $34.5 million in the second quarter of 2008.
        As a
        percentage of net sales, operating expenses decreased from 20.9% in the second
        quarter of 2007 to 19.9% in the second quarter of 2008. Selling expenses
        increased from $12.0 million in the second quarter of 2007 to $16.7 million
        in
        the second quarter of 2008, reflecting $4.9 million of incremental costs
        associated with the acquisitions of Carter-Hoffmann, completed June 29, 2007,
        MP
        Equipment, completed July 2, 2007, Wells Bloomfield, completed August 3,
        2007,
        Star completed on December 31, 2007, Giga completed on April 22, 2008 and
        Frifri
        completed on April 23, 2008. General and administrative expenses increased
        from
        $11.7 million in the second quarter of 2007 to $17.8 million in the second
        quarter of 2008. General and administrative expenses reflect $4.1 million
        of
        costs associated with the acquired operations of Carter-Hoffmann, MP Equipment,
        Wells Bloomfield, Star, Giga and Frifri. Increased general and administrative
        costs also include increased non-cash stock compensation costs which increased
        by $1.2 million from the prior year second quarter.
  **NON-OPERATING
        EXPENSES.**Interest
        and deferred financing amortization costs increased to $3.0 million in the
        second quarter of 2008 as compared to $1.3 million in the second quarter
        of
        2007, due to increased borrowings resulting from recent acquisitions. Other
        expense was $0.6 million in the second quarter of 2008 as compared to other
        income of $0.6 million in the prior year second quarter. Other expense in
        the
        second quarter of 2008 included $0.4 million of foreign exchange
        losses.


**INCOME
      TAXES** ***.***  A
      tax
      provision of $11.8 million, at an effective rate of 41%, was recorded during
      the
      second quarter of 2008, as compared to a $8.0 million provision at a 39%
      effective rate in the prior year quarter.








**Six
      Months Ended June 30, 2008 Compared to Six Months Ended June 30,
      2007**





**NET
      SALES** ***.***  Net
      sales
      for the six-month period ended June 28, 2008 were $334.4 million as compared
      to
      $218.9 million in the six-month period ended June 30, 2007.





Net
      sales
      at the Commercial Foodservice Equipment Group amounted to $280.9 million in
      the
      six-month period ended June 28, 2008 as compared to $183.6 million in the
      six-month period ended June 30, 2007.





Net
      sales
      from the acquisitions of Carter-Hoffmann, Wells Bloomfield, Star, Giga and
      Frifri, which were acquired on June 29, 2007, August 3, 2007, December 31,
      2007,
      April 22, 2008 and April 23, 2008, respectively, accounted for an increase
      of
      $90.4 million during the first six months of 2008. Excluding the impact of
      acquisitions, net sales of commercial foodservice equipment increased $6.9
      million for the six-month period ended June 28, 2008 compared to the six-month
      period ended June 30, 2007.





Net
      sales
      for the Food Processing Equipment Group increased by $14.8 million to $40.4
      for
      the six-month period ended June 28, 2008 from $25.5 million in the six-month
      period ended June 30, 2007. Excluding the impact of acquisitions, net sales
      of
      food processing equipment decreased $5.1 million due to delayed customer
      purchases as a result of economic uncertainties and quarterly
      variations  which
      occur as a result of the timing of large orders .




26




Net
      sales
      at the International Distribution Division increased from $28.1 million for
      the
      six-month period ended June 30, 2007 to $31.2 million for the six-month period
      ended June 28, 2008, reflecting higher sales in Latin America and Asia, which
      more than offset a decline in sales in Europe, which had strong sales in the
      prior year due to an oven rollout with a major restaurant chain customer.
      International sales benefited from expansion of the U.S. chains overseas and
      increased business with local and regional restaurant chains in developing
      markets.





**GROSS
      PROFIT** ***.***  Gross
      profit increased to $125.9 million for the six-month period ended June 28,
      2008
      from $86.0 million in the six-month period ended June 30, 2007, reflecting
      the
      impact of higher sales volumes. The gross margin rate was 37.7% for the
      six-month period ended June 28, 2008 compared to 39.3% for the six-month period
      ended June 30, 2007. The net decrease in the gross margin rate
      reflects:








·
            Inventory
                step-up charges of $2.0 million related to the acquisition of Star,
                Giga
                and Frifri.





·
            The
                adverse impact of steel costs which have risen significantly from
                the
                prior year.





·
            Lower
                margins at certain of the newly acquired operating companies which
                are in
                the process of being integrated within the
                company.





**SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES** ***.***  Combined
      selling, general, and administrative expenses increased from $46.0 million
      in
      the six-month period ended June 30, 2007 to $67.4 million in the six-month
      period ended June 28, 2008. As a percentage of net sales, operating expenses
      decreased from 21.0% in the six-month period ended June 30, 2007, to 20.2%
      in
      the six-month period ended June 28, 2008, reflecting greater leverage on higher
      sales volumes. Selling expenses increased from $23.1 million in the six-month
      period ended June 30, 2007, to $32.9 million in the six-month period ended
      June
      28, 2008, reflecting $9.3 million of increased costs associated with the
      acquired operations of Carter-Hoffmann, MP Equipment, Wells Bloomfield, Star,
      Giga and Frifri. General and administrative expenses increased from $22.9
      million in the six-month period ended June 30, 2007, to $34.5 million in the
      six-month period ended June 28, 2008, which includes increased costs of $8.2
      million associated with the acquired operations of Carter-Hoffmann, MP
      Equipment, Wells Bloomfield, Star, Giga and Frifri. Increased
      general and administrative costs also include increased non-cash stock
      compensation costs which increased by $2.2 million from the prior year six
      month
      period.




**NON-OPERATING
      EXPENSES.** Interest
      and deferred financing amortization costs increased to $6.7 million for the
      six-month period ended June 28, 2008 from $2.5 million in the prior year period,
      as a result of higher debt balances. Other expense was $0.9 million for the
      six-month period ended June 28, 2008, which primarily consisted of foreign
      exchange losses, compared to other income of $0.7 million for the six-month
      period ended June 30, 2007.





**INCOME
      TAXES** ***.***  A
      tax
      provision of $20.5 million, at an effective rate of 40%, was recorded for the
      first six months of 2008 as compared to a $14.9 million provision at a 39%
      effective rate in the prior year period.




27




**Financial
      Condition and Liquidity**





During
      the six months ended June 28, 2008, cash and cash equivalents decreased by
      $0.4
      million to $7.1 million at June 28, 2008 from $7.5 million at December 29,
      2007.
      Net borrowings increased from $96.2 million at December 29, 2007 to $274.6
      million at June 28, 2008.





**OPERATING
      ACTIVITIES** ***.***  Net
      cash
      provided by operating activities was $43.0 million for the six-month period
      ended June 28, 2008 compared to $22.4 million for the six-month period ended
      June 30, 2007.





During
      the six months ended June 28, 2008, working capital levels changed due to normal
      business fluctuations, including the impact of increased seasonal working
      capital needs. The changes in working capital included a $9.3 million increase
      in accounts receivable, a $2.3 million increase in inventory and other assets
      and a $5.6 million increase in accounts payable. Prepaid and other assets
      decreased $17.3 million primarily due to the utilization and refund of prepaid
      tax balances during the first half of 2008. Accrued expenses and other
      non-current liabilities also decreased by $13.7 million, reflecting second
      quarter payout of customer rebates and incentive compensation in the first
      half
      of 2008 related to prior year programs.





**INVESTING
      ACTIVITIES** ***.***  During
      the six months ended June 28, 2008, net cash used in investing activities
      amounted to $191.4 million. This includes cash utilized to complete the
      acquisitions of Star, Giga and Frifri for $188.2 million, $4.9 million and
      $3.1
      million respectively, $1.2 million to purchase a manufacturing facility for
      Carter Hoffmann and $1.5 million of capital expenditures associated with
      additions and upgrades of production equipment.





**FINANCING
      ACTIVITIES.** Net
      cash
      flows provided by financing activities were $160.4 million during the six months
      ended June 28, 2008. The net increase in debt includes $172.3 million in
      borrowings under the company’s $450 million revolving credit facility utilized
      to fund the company’s investing activities and the repurchase of $12.4 million
      of Middleby common shares.





At
      June
      28, 2008, the company was in compliance with all covenants pursuant to its
      borrowing agreements. Management believes that future cash flows from operating
      activities and borrowing availability under the revolving credit facility will
      provide the company with sufficient financial resources to meet its anticipated
      requirements for working capital, capital expenditures and debt amortization
      for
      the foreseeable future.




28




**Recently
      Issued Accounting Standards**





In
      December 2007, the FAS issued SFAS No. 141R, “Business Combinations”. This
      statement provides companies with principles and requirements on how an acquirer
      recognizes and measures in its financial statements the identifiable assets
      acquired, liabilities assumed, and any noncontrolling interest in the acquiree
      as well as the recognition and measurement of goodwill acquired in a business
      combination. This statement also requires certain disclosures to enable users
      of
      the financial statements to evaluate the nature and financial effects of the
      business combination. Acquisition costs associated with the business combination
      will generally be expensed as incurred. This statement is effective for business
      combinations occurring in fiscal years beginning after December 15, 2008.
      Early adoption of FASB Statement No. 141R is not permitted. The company is
      evaluating the impact the application of this guidance will have on the
      company’s financial position, results of operations and cash flows. The company
      will adopt this statement for acquisitions consummated after the statement’s
      effective date.




In
      December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements - an amendment
      of
      ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting
      standards for the noncontrolling interest (minority interest) in a subsidiary
      and for the deconsolidation of a subsidiary. Upon its adoption, effective as
      of
      the beginning of the company’s 2009 fiscal year, noncontrolling interests will
      be classified as equity in the company’s financial statements and income and
      comprehensive income attributed to the noncontrolling interest will be included
      in the company’s income and comprehensive income. The provisions of this
      standard must be applied retrospectively upon adoption. The company does not
      anticipate that the adoption of SFAS No. 160 will have a material impact on
      its
      financial statements.




In
      March 2008, the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging Activities—an amendment of
      FASB Statement No. 133.” This statement amends SFAS No. 133 to require enhanced
      disclosures about an entity’s derivative and hedging activities. This Statement
      is effective for financial statements issued for fiscal years and interim
      periods beginning after November 15, 2008, with early application encouraged.
      The company is evaluating the impact the application of this guidance will
      have
      on the company’s financial position, results of operations and cash
      flows.




In
      May 2008, the FASB issued SFAS No. 162, “The
      Hierarchy of Generally Accepted Accounting Principles.” This statement
      identifies the sources of accounting principles and the framework for selecting
      the principles to be used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (GAAP) in the United States. This statement
      directs the hierarchy to the entity, rather than the independent auditors,
      as
      the entity is responsible for selecting accounting principles for financial
      statements that are presented in conformity with generally accepted accounting
      principles. This statement is effective 60 days following the SEC’s approval of
      the Public Company Accounting Oversight Board amendments to remove the hierarchy
      of generally accepted accounting principles from the auditing standards. The
      company does not anticipate that the adoption of SFAS No. 162 will have a
      material impact on its financial statements.




29




**Critical
      Accounting Policies and Estimates**





Management's
      discussion and analysis of financial condition and results of operations are
      based upon the company's consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires the
      company to make estimates and judgments that affect the reported amounts of
      assets, liabilities, revenues and expenses as well as related disclosures.
      On an
      ongoing basis, the company evaluates its estimates and judgments based on
      historical experience and various other factors that are believed to be
      reasonable under the circumstances. Actual results may differ from these
      estimates under different assumptions or conditions.





*Revenue
      Recognition* *.* ****** The
      company recognizes revenue on the sale of its products when risk of loss has
      passed to the customer, which occurs at the time of shipment, and collectibility
      is reasonably assured. The sale prices of the products sold are fixed and
      determinable at the time of shipment. Sales are reported net of sales returns,
      sales incentives and cash discounts based on prior experience and other
      quantitative and qualitative factors.





At
      the
      food processing equipment group, the company enters into long-term sales
      contracts for certain products. Revenue under these long-term sales contracts
      is
      recognized using the percentage of completion method prescribed by Statement
      of
      Position No. 81-1 due to the length of time to fully manufacture and assemble
      the equipment. The company measures revenue recognized based on the ratio of
      actual labor hours incurred in relation to the total estimated labor hours
      to be
      incurred related to the contract. Because estimated labor hours to complete
      a
      project are based upon forecasts using the best available information, the
      actual hours may differ from original estimates. The percentage of completion
      method of accounting for these contracts most accurately reflects the status
      of
      these uncompleted contracts in the company's financial statements and most
      accurately measures the matching of revenues with expenses. At the time a loss
      on a contract becomes known, the amount of the estimated loss is recognized
      in
      the consolidated financial statements.





*Property
      and equipment:*  Property
      and equipment are depreciated or amortized on a straight-line basis over their
      useful lives based on management's estimates of the period over which the assets
      will be utilized to benefit the operations of the company. The useful lives
      are
      estimated based on historical experience with similar assets, taking into
      account anticipated technological or other changes.  The company
      periodically reviews these lives relative to physical factors, economic factors
      and industry trends. If there are changes in the planned use of property and
      equipment or if technological changes were to occur more rapidly than
      anticipated, the useful lives assigned to these assets may need to be shortened,
      resulting in the recognition of increased depreciation and amortization expense
      in future periods.





*Long-lived
      assets:*  Long-lived
      assets (including goodwill and other intangibles) are reviewed for impairment
      annually and whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. In assessing the
      recoverability of the company's long-lived assets, the company considers changes
      in economic conditions and makes assumptions regarding estimated future cash
      flows and other factors.  Estimates of future cash flows are judgments
      based on the company's experience and knowledge of operations.  These
      estimates can be significantly impacted by many factors including changes in
      global and local business and economic conditions, operating costs, inflation,
      competition, and consumer and demographic trends.  If the company's
      estimates or the underlying assumptions change in the future, the company may
      be
      required to record impairment charges.




30




*Warranty:*  In
      the
      normal course of business the company issues product warranties for specific
      product lines and provides for the estimated future warranty cost in the period
      in which the sale is recorded.  The estimate of warranty cost is based on
      contract terms and historical warranty loss experience that is periodically
      adjusted for recent actual experience. Because warranty estimates are forecasts
      that are based on the best available information, claims costs may differ from
      amounts provided. Adjustments to initial obligations for warranties are made
      as
      changes in the obligations become reasonably estimable.





*Litigation:*  From
      time
      to time, the company is subject to proceedings, lawsuits and other claims
      related to products, suppliers, employees, customers and competitors. The
      company maintains insurance to partially cover product liability, workers
      compensation, property and casualty, and general liability matters.  The
      company is required to assess the likelihood of any adverse judgments or
      outcomes to these matters as well as potential ranges of probable losses. 
A determination of the amount of accrual required, if any, for these
      contingencies is made after assessment of each matter and the related insurance
      coverage.  The reserve requirements may change in the future due to new
      developments or changes in approach such as a change in settlement strategy
      in
      dealing with these matters.  The company does not believe that any pending
      litigation will have a material adverse effect on its financial condition or
      results of operations.





*Income
      taxes:*  The
      company operates in numerous foreign and domestic taxing jurisdictions where
      it
      is subject to various types of tax, including sales tax and income tax. 
The company's tax filings are subject to audits and adjustments. Because of
      the
      nature of the company’s operations, the nature of the audit items can be
      complex, and the objectives of the government auditors can result in a tax
      on
      the same transaction or income in more than one state or country.  The
      company initially recognizes the financial statement effects of a tax position
      when it more likely than not, based on the technical merits, that the position
      will be sustained upon examination. For tax positions that meet the
      more-likely-than-not recognition threshold, the company initially and
      subsequently measures its tax positions as the largest amount of tax benefit
      that is greater than 50 percent likely of being realized upon effective
      settlement with the taxing authority. As part of the company's calculation
      of
      the provision for taxes, the company has recorded liabilities on various tax
      positions that are currently under audit by the taxing authorities. The
      liabilities may change in the future upon effective settlement of the tax
      positions.




31




**Contractual
      Obligations**





The
      company's contractual cash payment obligations as of June 28, 2008 are set
      forth
      below (in thousands):




TotalDeferred
              
              
              
              
              
              Idle
              
              ContractualAcquisition
              
              Long-term
              
              Operating
              
              Facility
              
              CashCosts
              
              Debt
              
              Leases
              
              Leases
              
              ObligationsLess
                  than 1 year
              
              $
              --
              
              $
              8,705
              
              $
              2,633
              
              $
              376
              
              $
              11,7141-3
                  years
              
              
              7,439
              
              
              482
              
              
              3,104
              
              
              808
              
              
              11,8333-5
                  years
              
              
              --
              
              
              265,386
              
              
              714
              
              
              869
              
              
              266,969After
                  5 years
              
              
              --
              
              
              --
              
              
              39
              
              
              912
              
              
              951$
              7,439
              
              $
              274,573
              
              $
              6,490
              
              $
              2,965
              
              $
              291,467





Idle
      facility leases consists of an obligation for a manufacturing location that
      was
      exited in conjunction with the company's manufacturing consolidation efforts.
      This lease obligation continues through June 2015. This facility has been
      subleased. The obligation presented above does not reflect any anticipated
      sublease income from the facilities.





The
      projected benefit obligation of the company’s defined benefit plans exceeded the
      plans’ assets by $4.6 million at the end of 2007 as compared to $3.5 million at
      the end of 2006. The unfunded benefit obligations were comprised of a $0.6
      million under funding of the company's union plan and $4.0 million of under
      funding of the company's director plans. The company does not expect to
      contribute to the director plans in 2008. The company made minimum contributions
      required by the Employee Retirement Income Security Act of 1974 (“ERISA”) of
      $0.1 million in 2007 to the company's union plan. The company does not expect
      to
      make contributions in 2008 to the union plan.





The
      company has $5.7 million in outstanding letters of credit, which expire on
      June
      28, 2009 to secure potential obligations under insurance programs.





The
      company places purchase orders with its suppliers in the ordinary course of
      business. These purchase orders are generally to fulfill short-term
      manufacturing requirements of less than 90 days and most are cancelable with
      a
      restocking penalty. The company has no long-term purchase contracts or minimum
      purchase obligations with any supplier.





The
      company has contractual obligations under its various debt agreements to make
      interest payments. These amounts are subject to the level of borrowings in
      future periods and the interest rate for the applicable periods, and therefore
      the amounts of these payments is not determinable.





The
      company has an obligation to make $2.0 million of purchase price payments to
      the
      sellers of MP Equipment that were deferred in conjunction with the acquisition.
      Additionally, the company has an obligation to make $5.4 million of purchase
      price payments to the sellers of Giga Grandi Cucine that were deferred in
      conjunction with the acquisition.





The
      company has no activities, obligations or exposures associated with off-balance
      sheet arrangements.




32




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market**  **Risk**





**Interest
      Rate Risk**





The
      company is exposed to market risk related to changes in interest rates. The
      following table summarizes the maturity of the company’s debt
      obligations.




Fixed
              
              VariableRate
              
              RateTwelve
                  Month Period Ending
              
              Debt
              
              Debt(in
                  thousands)June
                  28, 2009
              
              $
              --
              
              $
              8,705June
                  28, 2010
              
              
              --
              
              
              241June
                  28, 2011
              
              
              --
              
              
              241June
                  28, 2012
              
              
              --
              
              
              241June
                  28, 2013
              
              
              --
              
              
              265,145$
              --
              
              $
              274,573




During
      the fourth quarter of 2007 the company entered into a new senior secured credit
      facility. Terms of the senior credit agreement provide for $450.0 million of
      availability under a revolving credit line. As of June 28, 2008, the company
      had
      $263.6 million of borrowings outstanding under this facility. The company also
      has $5.7 million in outstanding letters of credit, which reduces the borrowing
      availability under the revolving credit line.





Borrowings
      under the senior secured credit facility are assessed at an interest rate at
      1.25% above LIBOR for long-term borrowings or at the higher of the Prime rate
      and the Federal Funds Rate. At June 28, 2008 the average interest rate on the
      senior debt amounted to 3.87%. The interest rates on borrowings under the senior
      bank facility may be adjusted quarterly based on the company’s defined
      indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment
      fee, based upon the indebtedness ratio is charged on the unused portion of
      the
      revolving credit line. This variable commitment fee amounted to 0.25% as of
      June
      28, 2008.





In
      August
      2006, the company completed its acquisition of Houno A/S in Denmark. This
      acquisition was funded in part with locally established debt facilities with
      borrowings in Danish Krone.  On June 28, 2008 these facilities amounted to
      $5.0 million in US dollars, including $3.1 million outstanding under a revolving
      credit facility and $2.4 million of a term loan.  The interest rate on the
      revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted
      to 6.3% on June 28, 2008. The term loan matures in 2013 and the interest rate
      is
      assessed at 6.4%.





In
      April
      2008, the company completed its acquisition of Giga Grandi Cucine S.r.l in
      Italy. This acquisition was funded in part with locally established debt
      facilities with borrowings in denominated in Euro.  On June 28, 2008 these
      facilities amounted to $5.8 million in US dollars.  The borrowings under
      these facilities are collateralized by the receivables of the company.  The
      interest rate on the credit facilites is tied to six month Euro LIBOR. The
      facilities mature in April of 2015.




33




The
      company has historically entered into interest rate swap agreements to
      effectively fix the interest rate on its outstanding debt. The agreements swap
      one-month LIBOR for fixed rates. As of June 28, 2008 the company had the
      following interest rate swaps in effect:





**Fixed****Notional**
            
            **Interest**
            
            **Effective**
            
            **Maturity****Amount**
            
            **Rate**
            
            **Date**
            
            **Date**$
                10,000,000
            
            
            5.030
            %
            
            3/3/2006
            
            
            12/21/2009$ 10,000,000
            
            
            2.520
            %
            
            2/19/2008
            
            
            2/19/2009$ 20,000,000
            
            
            2.635
            %
            
            2/6/2008
            
            
            2/6/2009$ 25,000,000
            
            
            3.350
            %
            
            1/14/2008
            
            
            1/14/2010$ 10,000,000
            
            
            2.920
            %
            
            2/1/2008
            
            
            2/1/2010$ 10,000,000
            
            
            2.785
            %
            
            2/6/2008
            
            
            2/6/2010$ 10,000,000
            
            
            3.033
            %
            
            2/6/2008
            
            
            2/6/2011$ 10,000,000
            
            
            2.820
            %
            
            2/1/2008
            
            
            2/1/2009$ 10,000,000
            
            
            3.590
            %
            
            6/10/2008
            
            
            6/10/2011$ 20,000,000
            
            
            3.350
            %
            
            6/10/2008
            
            
            6/10/2010




The
      terms
      of the senior secured credit facility limit the paying of dividends, capital
      expenditures and leases, and require, among other things, certain ratios of
      indebtedness and fixed charge coverage. The credit agreement also provides
      that
      if a material adverse change in the company’s business operations or conditions
      occurs, the lender could declare an event of default. Under terms of the
      agreement a material adverse effect is defined as (a) a material adverse change
      in, or a material adverse effect upon, the operations, business properties,
      condition (financial and otherwise) or prospects of the company and its
      subsidiaries taken as a whole; (b) a material impairment of the ability of
      the
      company to perform under the loan agreements and to avoid any event of default;
      or (c) a material adverse effect upon the legality, validity, binding effect
      or
      enforceability against the company of any loan document. A material adverse
      effect is determined on a subjective basis by the company's creditors. The
      credit facility is secured by the capital stock of the company’s domestic
      subsidiaries, 65% of the capital stock of the company’s foreign subsidiaries and
      substantially all other assets of the company. At June 28, 2008, the company
      was
      in compliance with all covenants pursuant to its borrowing
      agreements.




34




**Financing
      Derivative Instruments**





The
      company has entered into interest rate swaps to fix the interest rate applicable
      to certain of its variable-rate debt. The agreements swap one-month LIBOR for
      a
      fixed rates The company has designated these swaps as cash flow hedges and
      all
      changes in fair value of the swaps are recognized in accumulated other
      comprehensive income. As of June 28, 2008, the fair value of these instruments
      was less than $0.1 million. The change in fair value of these swap agreements
      in
      the first six months of 2008 was a gain of $0.8 million, net of taxes.





A
      summary
      of the company’s interest rate swaps is as follows:





**Fixed**
            
            
            
            
            
            
            
            **Changes****Notional**
            
            **Interest**
            
            **Effective**
            
            **Maturity**
            
            **Fair
                Value**
            
            **In
                Fair Value****Amount**
            
            **Rate**
            
            **Date**
            
            **Date**
            
            **Jun.
                28, 2008**
            
            **(net
                of taxes)**$
                10,000,000
            
            
            5.030
            %
            
            03/032006
            
            
            12/21/2009
            
            $
            (264,000
            )
            $
            119,0001$ 10,000,000
            
            
            2.520
            %
            
            2/13/2008
            
            
            2/19/2009
            
            $
            12,000
            
            $
            24,000$ 20,000,000
            
            
            2.635
            %
            
            2/6/2008
            
            
            2/6/2009
            
            $
            4,000
            
            $
            42,000$ 25,000,000
            
            
            3.350
            %
            
            1/14/2008
            
            
            1/14/2010
            
            $
            (80,000
            )
            $
            230,000$ 10,000,000
            
            
            2.920
            %
            
            2/1/2008
            
            
            2/1/2010
            
            $
            40,000
            
            $
            88,000$ 10,000,000
            
            
            2.785
            %
            
            2/6/2008
            
            
            2/6/2010
            
            $
            5,000
            
            $
            32,000$ 10,000,000
            
            
            3.033
            %
            
            2/6/2008
            
            
            2/6/2011
            
            $
            63,000
            
            $
            86,000$ 10,000,000
            
            
            2.820
            %
            
            2/1/2008
            
            
            2/1/2009
            
            $
            150,000
            
            $
            150,000$ 10,000,000
            
            
            3.590
            %
            
            6/10/2008
            
            
            6/10/2011
            
            $
            35,000
            
            $
            21,000$ 20,000,000
            
            
            3.350
            %
            
            6/10/2008
            
            
            6/10/2010
            
            $
            (9,000
            )
            $
            (5,000
            )




1
            Previous
                to the fiscal quarter ended March 29, 2008, this swap had not been
                designated as an effective cash flow hedge. The swap was designated
                as an
                effective cash flow hedge during the quarter ended March 29, 2008.
                In
                accordance with SFAS No. 133, the net reduction of $0.2 million in
                the
                fair value of this swap prior to the designation date has been recorded
                as
                a loss in earnings for the first quarter
                2008.








**Foreign
      Exchange Derivative Financial Instruments**





The
      company uses foreign currency forward purchase and sale contracts with terms
      of
      less than one year to hedge its exposure to changes in foreign currency exchange
      rates. The company’s primary hedging activities are to mitigate its exposure to
      changes in exchange rates on intercompany and third party trade receivables
      and
      payables. The company does not currently enter into derivative financial
      instruments for speculative purposes. In managing its foreign currency
      exposures, the company identifies and aggregates naturally occurring offsetting
      positions and then hedges residual balance sheet exposures. There was no forward
      contracts outstanding at the end of the quarter.





35




**Item
      4. Controls and Procedures**





The
      company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the company's Exchange Act reports
      is recorded, processed, summarized and reported within the time periods
      specified in the SEC's rules and forms, and that such information is accumulated
      and communicated to the company's management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure.





As
      of
      June 28, 2008, the company carried out an evaluation, under the supervision
      and
      with the participation of the company's management, including the company's
      Chief Executive Officer and Chief Financial Officer, of the effectiveness of
      the
      design and operation of the company's disclosure controls and procedures. Based
      on the foregoing, the company's Chief Executive Officer and Chief Financial
      Officer concluded that the  company's
      disclosure controls and procedures were effective as of the end of this
      period.




During
      the quarter ended June 28, 2008, there has been no change in the company's
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, the company's internal control over
      financial reporting.




36




**PART
      II. OTHER INFORMATION**





The
      company was not required to report the information pursuant to Items 1 through
      6
      of Part II of Form 10-Q for the three months ended June 28, 2008, except as
      follows:





**Item
      1A. Risk Factors**





There
      have been no material changes in the risk factors as set forth in the company's
      2007 Annual Report on Form 10-K/A.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





*Issuer
      Purchases of Equity Securities*





Total
                Number of SharesPurchased
            
            Average
                Price Paidper
                Share
            
            Total
                Number of Shares Purchased as Part of Publicly Announced Plan orProgram
            
            Maximum
                Number of Shares that May Yet be Purchased Under the Planor
                ProgramMarch
                30, 2008 to April 26, 2008
            
            
            --
            
            
            --
            
            
            __
            
            
            842,132April
                27, 2008 to May 24, 2008
            
            
            --
            
            
            --
            
            
            --
            
            
            842,132May
                25, 2008 to June 28, 2008
            
            
            210,000
            
            
            --
            
            
            210,000
            
            
            632,132Quarter
                ended June 28, 2008
            
            
            210,000
            
            
            --
            
            
            210,000
            
            
            632,132








In
      July
      1998, the company's Board of Directors adopted a stock repurchase program that
      authorized the purchase of common shares in open market purchases. As of June
      28, 2008, 1,167,868 shares had been purchased under the 1998 stock repurchase
      program. 210,000 shares were repurchased by the company during the three month
      period ended June 28, 2008.








**Item
      6. Exhibits**




Exhibits -The
              following exhibits are filed herewith:Exhibit 31.1 -
            Rule 13a-14(a)/15d -14(a) Certification
              of
              the Chief Executive Officer as adopted pursuant to Section 302 of the
              arbanes-Oxley Act of 2002.Exhibit 31.2 -
            Rule 13a-14(a)/15d -14(a) Certification
              of
              the Chief Financial Officer as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.Exhibit 32.1 -
            Certification by the Principal Executive
              Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under
              the
              Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C.
              1350).Exhibit 32.2 -
            Certification by the Principal Financial
              Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under
              the
              Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C.
              1350).




37




**SIGNATURE**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




THE
                MIDDLEBY CORPORATION
              (Registrant)DateAugust 7, 2008
            By:
            /s/ Timothy
              J. FitzGeraldTimothy
                J. FitzGeraldVice
                President,
              Chief
                  Financial Officer




38