**FORM
      10-Q**





**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**








(Mark
      One)


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





**For
      the quarterly period ended April 1, 2006**





or


_ 
      Transition 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
            
            (I.R.S.
                Employer Identification No.)Incorporation
                or Organization)





**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
                  ýNoo





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




Large
                    accelerated filer o
                Accelerated
                    filer ý
                Non-accelerated
                      filero


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
                    oNoý


As
      of May
      5, 2006, there were 7,902,275 shares of the registrant's common stock
      outstanding.





**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**





**QUARTER
      ENDED APRIL 1, 2006**





INDEX


DESCRIPTION
            
            PAGEPART
                I. FINANCIAL INFORMATIONItem
                1.
            Condensed
                Consolidated Financial Statements (unaudited)CONDENSED
                CONSOLIDATED BALANCE SHEETS
            1April
                1, 2006 and December 31, 2005CONDENSED
                CONSOLIDATED STATEMENTS OF
                EARNINGS
            2April
                1, 2006 and April 2, 2005CONDENSED
                CONSOLIDATED STATEMENTS OF
                CASH FLOWS
            3April
                1, 2006 and April 2, 2005NOTES
                TO CONDENSED CONSOLIDATED  FINANCIAL
                STATEMENTS
            4Item
                2.
            Management's
                Discussion and Analysis of Financial Conditionand
                Results of Operations
            18Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            25Item
                4.
            Controls
                and Procedures
            28PART
                II. OTHER INFORMATIONItem
                1A.
            Risk
              Factors
            29Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            29Item
                6.
            Exhibits
            29









**PART
      I. FINANCIAL INFORMATION**


**Item
      1. Condensed Consolidated Financial Statements**





**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


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


**(Unaudited)**





**ASSETS**
            
            
            Apr.
                1, 2006
            
            
            Dec.
                31, 2005Current
                assets:Cash
                and cash equivalents
            
            $
            3,510
            
            $
            3,908Accounts
                receivable, net of reserve fordoubtful
                accounts of $3,305 and $3,081
            
            
            41,312
            
            
            38,552Inventories,
                net
            
            
            43,260
            
            
            40,989Prepaid
                expenses and other
            
            
            4,121
            
            
            4,513Prepaid
                taxes
            
            
            323
            
            
            3,354Current
                deferred taxes
            
            
            11,342
            
            
            10,319Total
                current assets
            
            
            103,868
            
            
            101,635Property,
                plant and equipment, net ofaccumulated
                depreciation of $34,959 and $34,061a
            
            
            24,938
            
            
            25,331Goodwill
            
            
            98,757
            
            
            98,757Other
                intangibles
            
            
            35,196
            
            
            35,498Other
                assets
            
            
            2,924
            
            
            2,697Total
                assets
            
            $
            265,683
            
            $
            263,918**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Current
                maturities of long-term debt
            
            $
            14,405
            
            $
            13,780Accounts
                payable
            
            
            20,809
            
            
            17,576Accrued
                expenses
            
            
            51,637
            
            
            62,689Total
                current liabilities
            
            
            86,851
            
            
            94,045Long-term
                debt
            
            
            106,135
            
            
            107,815Long-term
                deferred tax liability
            
            
            9,509
            
            
            8,207Other
                non-current liabilities
            
            
            5,702
            
            
            5,351Stockholders'
                equity:Preferred
                stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none
                issued
            
            
            --
            
            
            --Common
                stock, $0.01 par value; 20,000,000 shares authorized; 11,757,719
                and
                11,751,219 shares issued in 2006 and 2005, respectively
            
            
            117
            
            
            117Restricted
                stock
            
            
            --
            
            
            (14,204
            )Paid-in
                capital
            
            
            65,923
            
            
            79,291Treasury
                stock at cost; 3,856,344shares
                in 2006 and 2005, respectively
            
            
            (89,650
            )
            
            (89,650
            )Retained
                earnings
            
            
            81,591
            
            
            73,540Accumulated
                other comprehensive loss
            
            
            (495
            )
            
            (594
            )Total
                stockholders' equity
            
            
            57,486
            
            
            48,500Total
                liabilities and stockholders' equity
            
            $
            265,683
            
            $
            263,918





See
      accompanying notes




1




**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF EARNINGS**


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


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




**Three
                Months Ended****Apr.
                1, 2006**
            
            
            **Apr.
                2, 2005****Net
                sales**
            
            **$**
            **96,749**
            
            **$**
            **74,889****Cost
                of sales**
            
            
            **61,225**
            
            
            **47,817****Gross
                profit**
            
            
            **35,524**
            
            
            **27,072****Selling
                expenses**
            
            
            **10,125**
            
            
            **8,184****General
                and administrative expenses**
            
            
            **10,251**
            
            
            **6,885****Income
                from operations**
            
            
            **15,148**
            
            
            **12,003****Interest
                expense and deferred financing amortization, net**
            
            
            **1,796**
            
            
            **1,786****Other
                (income), net**
            
            
            **(93**
            **)**
            
            **(203**
            **)****Earnings
                before income taxes**
            
            
            **13,445**
            
            
            **10,420****Provision
                for income taxes**
            
            
            **5,394**
            
            
            **4,072****Net
                earnings**
            
            **$**
            **8,051**
            
            **$**
            **6,348****Net
                earnings per share:****Basic**
            
            **$**
            **1.06**
            
            **$**
            **0.85****Diluted**
            
            **$**
            **0.97**
            
            **$**
            **0.79****Weighted
                average number of shares****Basic**
            
            
            **7,618**
            
            
            **7,473****Dilutive
                stock options****1**
            
            
            **650**
            
            
            **547****Diluted**
            
            
            **8,268**
            
            
            **8,020**










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** **)**





Three
                Months EndedApr.
                1, 2006
            
            Apr.
                2, 2005Cash
                flows from operating activities-Net
                earnings
            
            $
            8,051
            
            $
            6,348Adjustments
                to reconcile net earnings to cashprovided
                by operating activities:Depreciation
                and amortization
            
            
            1,256
            
            
            929Deferred
                taxes
            
            
            (629
            )
            
            386Stock-based
                compensation costs
            
            
            1,098
            
            
            827Cash
                effects of changes in -Accounts
                receivable, net
            
            
            (2,823
            )
            
            (4,442
            )Inventories,
                net
            
            
            (2,270
            )
            
            (3,212
            )Prepaid
                expenses and other assets
            
            
            3,882
            
            
            2,251Accounts
                payable
            
            
            3,233
            
            
            3,590Accrued
                expenses and other liabilities
            
            
            (10,699
            )
            
            (10,550
            )Net
                cash provided by (used in) operating activities
            
            
            1,099
            
            
            (3,873
            )Cash
                flows from investing activities-Net
                additions to property and equipment
            
            
            (501
            )
            
            (321
            )Acquisition
                of Nu-Vu
            
            
            --
            
            
            (12,000
            )Net
                cash (used in) investing activities
            
            
            (501
            )
            
            (12,321
            )Cash
                flows from financing activities-Net
                proceeds under revolving credit facilities
            
            
            2,350
            
            
            17,280(Repayments)
                under senior secured bank notes
            
            
            (3,125
            )
            
            (2,500
            )(Repayments)
                under foreign bank loan
            
            
            (204
            )
            
            --(Repayments)
                of note agreement
            
            
            (76
            )
            
            --Net
                proceeds from stock issuances
            
            
            50
            
            
            265Net
                cash (used in) provided by financing activities
            
            
            (1,005
            )
            
            15,045Effect
                of exchange rates on cashand
                cash equivalents
            
            
            9
            
            
            (15
            )Changes
                in cash and cash equivalents-Net
                (decrease) in cash and cash equivalents
            
            
            (398
            )
            
            (1,164
            )Cash
                and cash equivalents at beginning of year
            
            
            3,908
            
            
            3,803Cash
                and cash equivalents at end of quarter
            
            $
            3,510
            
            $
            2,639Supplemental
                disclosure of cash flow information:Interest
                paid
            
            $
            1,598
            
            $
            1,362Income
                tax payments (refunds)
            
            $
            1,873
            
            $
            (36
            )








See
      accompanying notes




3




**THE
      MIDDLEBY CORPORATION AND SUBSIDIARIES**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**April
      1, 2006**


**(** **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 2005 Form 10-K.





In
      the
      opinion of management, the financial statements contain all adjustments
      necessary to present fairly the financial position of the company as of April
      1,
      2006 and December 31, 2005, and the results of operations for the three months
      ended April 1, 2006 and April 2, 2005 and cash flows for the three months ended
      April 1, 2006 and April 2, 2005.








**B)**  **Stock-Based
      Compensation**





The
      company maintains a 1998 Stock Incentive Plan (the "Plan"), as amended on May
      11, 2005, under which the company's Board of Directors issues stock grants
      and
      stock options to key employees. A maximum amount of 1,750,000 shares can be
      issued under the plan. As of April 1, 2006, a total of 1,231,160 stock options
      and 350,000 restricted stock options have been issued under the plan. In
      addition to shares under the 1998 Stock Incentive Plan, certain directors of
      the
      company have outstanding stock options.





Effective
      January 1, 2006, the company adopted Statement of Financial Accounting Standards
      ("SFAS") No. 123(R): "Share Based Payments", which requires the recognition
      of
      compensation expense associated with stock options and awards based upon their
      values. The company elected to adopt SFAS No. 123(R) using the modified
      prospective method. The company had previously disclosed that it would adopt
      the
      modified retrospective method. However, upon further review, the modified
      prospective method was adopted. Under that method, compensation cost recognized
      in the first quarter of 2006 includes a ratable portion of compensation cost
      for
      all share-based payments not yet vested as of January 1, 2006, and a ratable
      portion of compensation cost for all share-based payments granted subsequent
      to
      January 1, 2006, based upon the grant date fair value.





*Stock
      Grants:* Stock
      grants issued are issued under the plan to key employees and are transferable
      upon certain vesting requirements being met. As of the first quarter ended
      April
      1, 2006, a total of 350,000 restricted stock grants were issued, 280,000 of
      which were unvested. There were no stock grants issued, forfeited or vested
      during the three month period ended April 1, 2006. The company recorded
      compensation expense associated with the restricted stock grants amounting
      to
      $0.9 million for the three month period ending April 1, 2006 and $0.8 million
      for the three month period ending April 2, 2005.





4


Prior
      to
      January 1, 2006, the company elected to follow APB Opinion No. 25: "Accounting
      for Stock Issued to Employees" ("APB No. 25") in accounting for stock-based
      awards to employees and directors. In accordance with APB No. 25, the company
      established the value of restricted stock grants based upon the market value
      of
      the stock at the time of issuance. The value of the stock grant was amortized
      and recorded as compensation expense over the applicable vesting period. The
      adoption of SFAS No. 123(R) did not affect the value assigned to the stock
      grants or the amount of the reported compensation expense. Under APB No. 25,
      the
      value of the restricted stock grant was reflected as a separate component
      reducing stockholders' equity with an offsetting increase to Paid-in Capital.
      Accordingly, as of December 31, 2005 the unamortized value of the restricted
      stock grant amounting to $14.2 million was reflected as a separate component
      in
      Stockholders' Equity. As a result of the adoption of SFAS No. 123(R), the
      unamortized value of the restricted stock grant as of April 1, 2006 in the
      amount of $13.4 million has been reclassified to Paid-in-Capital.





*Stock
      Options:* Stock
      options issued under the plan provide key employees with rights to purchase
      shares of common stock at specified exercise prices. Options may be exercised
      upon certain vesting requirements being met, but expire to the extent
      unexercised within a maximum of ten years from the date of grant.





As
      a
      result of the adoption of SFAS No. 123(R), the company recorded compensation
      expense of $240,000 for the three month period ended April 1, 2006 associated
      with the ratable portion stock options granted prior to the adoption date which
      had not yet vested. Prior to January 1, 2006, in accordance with APB No. 25,
      the
      company had not recorded compensation expense related to issued stock options
      in
      the financial statements because the exercise price of the stock options was
      equal to or greater than the market price of the underlying stock on the date
      of
      grant. The company’s pro forma net earnings and per share data utilizing a fair
      value based method for the three month period ended April 2, 2005 prior to
      the
      adoption of SFAS 123(R) is as follows (in thousands, except per share
      data):





Three
                Months EndedApr.
                2, 2005Net
                income - as reported
            
            $
            6,348Less:
                Stock-based employeecompensation
                expense, netof
                taxes
            
            
            (132
            )Net
                income - pro forma
            
            $
            6,216Earnings
                per share - as reported:Basic
            
            $
            0.85Diluted
            
            
            0.79Earnings
                per share - pro forma:Basic
            
            $
            0.83Diluted
            
            
            0.78





The
      company has utilized Black-Scholes and binomial option valuation models to
      estimate the fair value of issued stock options. These option valuation models
      require the input of highly subjective assumptions, including the expected
      stock
      price volatility. Because the company’s options have characteristics
      significantly different from those of traded options and because changes in
      the
      subjective input assumptions can materially affect the fair value estimate,
      in
      the opinion of management, the existing models do not necessarily provide a
      reliable single measure of the fair value of its options.





5


A
      summary
      of stock option activity for the three months ended April 1, 2006 is presented
      below:





Stock
                Option Activity
            
            
            Employees
            
            
            Directors
            
            
            Option
              Price
                Per ShareOutstanding
                atDecember
                31, 2005:
            
            
            736,025
            
            
            6,000Granted
            
            
            --
            
            
            --
            
            
            --Exercised
            
            
            (6,500
            )
            
            --
            
            
            $5.90
                  to $10.51Forfeited
            
            
            --
            
            
            --
            
            
            --Outstanding
                atApril
                1, 2006:
            
            
            729,525
            
            
            6,000Weighted
                average price
            
            $
            19.32
            
            $
            10.51Exercisable
                atApril
                1, 2006:
            
            
            522,685
            
            
            6,000Weighted
                average price
            
            $
            17.24
            
            $
            10.51





The
      weighted average price of shares exercised during the three months ended April
      1, 2006 was $7.67.





The
      following summarizes the options outstanding and exercisable for the employee
      stock plan by exercise price, at April 1, 2006:








Weighted
            
            WeightedAverage
            
            AverageExercise
            
            Options
            
            Remaining
            
            Options
            
            RemainingPrice
            
            Outstanding
            
            Life
            
            Exercisable
            
            LifeEmployee
                plan$5.90
            
            
            188,000
            
            
            5.91
            
            
            112,000
            
            
            5.91$10.51
            
            
            70,800
            
            
            6.93
            
            
            14,960
            
            
            6.93$18.47
            
            
            370,725
            
            
            7.56
            
            
            370,725
            
            
            7.56$53.93
            
            
            100,000
            
            
            8.91
            
            
            25,000
            
            
            8.91729,525
            
            
            7.26
            
            
            522,685
            
            
            7.25Director
                plan$10.51
            
            
            6,000
            
            
            1.93
            
            
            6,000
            
            
            1.936,000
            
            
            1.93
            
            
            6,000
            
            
            1.93








6


**2)** **Purchase
      Accounting**





*Nu-Vu*





On
                January 7, 2005, Middleby Marshall Holdings, LLC, a wholly-owned
                subsidiary of the company, completed its acquisition of the assets
                of
                Nu-Vu Foodservice Systems ("Nu-Vu"), a leading manufacturer of baking
                ovens, from Win-Holt Equipment Corporation ("Win-Holt") for $12.0
                million
                in cash. In September 2005, the company reached final settlement
                with
                Win-Holt on post-closing adjustments pertaining to the acquisition
                of
                Nu-Vu. As a result, the final purchase price was reduced by $550,000.





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 was been recorded as
                goodwill
                in the financial statements.





The
                allocation of cash paid for the Nu-Vu acquisition is summarized as
                follows
                (in thousands):





Jan.
                7, 2005
            
            
            Adjustments
            
            
            Dec.
                31, 2005Current 
                ssets
            
            $
            2,556
            
            
            242
            
            $
            2,798Property,
                plant and equipment
            
            
            1,178
            
            
            --
            
            
            1,178Deferred
                taxes
            
            
            3,637
            
            
            (336
            )
            
            3,301Goodwill
            
            
            4,566
            
            
            252
            
            
            4,818Other
                intangibles
            
            
            2,188
            
            
            (875
            )
            
            1,313Current
                liabilities
            
            
            (2,125
            )
            
            167
            
            
            (1,958
            )Total
                cash paid
            
            $
            12,000
            
            $
            (550
            )
            $
            11,450




The
        goodwill and other intangible assets associated with the Nu-Vu acquisition,
        which are comprised of the tradename, are subject to the non-amortization
        provisions of SFAS No. 142 and are allocable to the company's Commercial
        Foodservice Equipment Group for purposes of segment reporting (see footnote
        12
        for further discussion). Goodwill and other intangible assets associated
        with
        this transaction are anticipated to be deductible for income taxes.


*Alkar*





On
      December 7, 2005 the company acquired the stock of Alkar Holdings, Inc.
      ("Alkar") for $26.7 million in cash. Cash paid at closing amounted to $28.2
      million and included $1.5 million of estimated working capital adjustments
      determined at closing. In April 2006, subsequent to the end of the first
      quarter, the company reached final settlement on post-close working capital
      adjustments, which resulted in an additional payment of $1.5
      million.





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 the
      results of further evaluation.






7





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





December
                7, 2005Current
                assets
            
            $
            17,160Property,
                plant and equipment
            
            
            3,032Goodwill
            
            
            19,177Other
                intangibles
            
            
            7,960Current
                liabilities
            
            
            (16,003
            )Long-term
                deferred tax liability
            
            
            (3,131
            )Total
                cash paid
            
            $
            28,195





The
      goodwill and $5.0 million of trademarks included in other intangibles are
      subject to the nonamortization provisions of SFAS No. 142 from the date of
      acquisition. Other intangibles also includes $2.1 million allocated to customer
      relationships, $0.6 million allocated to backlog, and $0.3 million allocated
      to
      developed technology which are amortized over periods of 10 years, 7 months,
      and
      14 years respectively. Goodwill and other intangibles of Alkar are allocated
      to
      the Industrial Foodservice Equipment Group for segment reporting purposes.
      These
      assets are not deductible for tax purposes.





**3)**
            **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 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 required
      accrual 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 such matter will have a material adverse
      effect on its financial condition, results of operations or cash flows of the
      company.








**4)**
            **New
                Accounting Pronouncements**





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
      of
      ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43,
      Chapter 4 to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs and wasted material. This statement requires
      that these items be recognized as current period costs and also requires that
      allocation of fixed production overheads to the costs of conversion be based
      on
      the normal capacity of the production facilities. This statement is effective
      for inventory costs incurred during fiscal years beginning after June 15, 2005.
      The adoption of this statement did not have a material effect on the company's
      financial position, results of operations or cash flows.




In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections
      -
      a replacement of APB Opinion No. 20 and FASB Statement No. 3". This statement
      replaces ABP Opinion No. 20, Accounting Changes and FASB Statement No. 3,
      Reporting Changes in Interim Financial Statements and changes the requirements
      for the accounting for and reporting of a change in accounting principles.
      This
      statement applies to all voluntary changes in accounting principles. This
      statement is effective for accounting changes and corrections of errors made
      in
      fiscal years beginning after December 15, 2005. The company will apply this
      guidance prospectively.





8





In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments - an amendment of FASB Statements No. 133 and 140". This
      statement provides entities with relief from having to separately determine
      the
      fair value of an embedded derivative that would otherwise be required to be
      bifurcated from its host contract in accordance with SFAS No. 133. This
      statement allows an entity to make an irrevocable election to measure such
      a
      hybrid financial instrument at fair value in its entirety, with changes in
      fair
      value recognized in earnings. This statement is effective for all financial
      instruments acquired, issued, or subject to a remeasurement (new basis) event
      occurring after the beginning of an entity's first fiscal year that begins
      after
      September 15, 2006. The company will apply this guidance prospectively. The
      company is continuing its process of determining what impact the application
      of
      this guidance will have on the company's financial position, results of
      operations or cash flows.




**5)** **Other
      Comprehensive Income**





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





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




****
            Three
                Months Ended
            ********
            ****
            Apr.
                1, 2006
            
            Apr.
                2, 2005
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****Net
                earnings
            
            $
            8,051
            
            $
            6,348Cumulative
                translation adjustment
            
            
            (54
            )
            
            (356
            )Minimum
                pension liability
            
            
            -
            
            
            -Unrealized
                gain oninterest
                rate swap
            
            
            152
            
            
            503Comprehensive
                income
            
            $
            8,149
            
            $
            6,495





Accumulated
      other comprehensive loss is comprised of minimum pension liability of $(1.2)
      million, net of taxes of $(0.8) million, as of April 1, 2006 and December 31,
      2005, foreign currency translation adjustments of $(0.1) million as of April
      1,
      2006 and December 31, 2005, and an unrealized gain on a interest rate swap
      of
      $0.9 million, net of taxes of $0.6 million, as of April 1, 2006 and $0.7
      million, net of taxes of $0.5 million as of December 31, 2005.





9





**6)**
            **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 $15.8 million at April 1, 2006
      and
      $15.4 million at December 31, 2005 and represented approximately 36% and 38%
      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 April 1, 2006 and December 31,
      2005 are as follows:




Apr.
                1, 2006
            
            Dec.
                31, 2005(in
                thousands)Raw
                materials and parts
            
            $
            10,535
            
            $
            11,311Work-in-process
            
            
            7,542
            
            
            6,792Finished
                goods
            
            
            25,176
            
            
            22,65443,253
            
            
            40,757LIFO
                adjustment
            
            
            7
            
            
            232$
            43,260
            
            $
            40,989








**7)** **Accrued
      Expenses**





Accrued
      expenses consist of the following:





Apr.
                1, 2006
            
            
            Dec,
                31, 2005(in
                thousands)Accrued
                warranty
            
            $
            11,349
            
            $
            11,286Accrued
                payroll and related expenses
            
            
            10,368
            
            
            15,577Accrued
                customer rebates
            
            
            5,332
            
            
            10,740Advanced
                customer deposits
            
            
            5,094
            
            
            6,204Accrued
                income taxes
            
            
            4,471
            
            
            1,499Accrued
                product liability and workers comp
            
            
            3,547
            
            
            2,418Other
                accrued expenses
            
            
            11,476
            
            
            14,965$
            51,637
            
            $
            62,689








10


**8)** **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:





Three
                Months EndedApr.
                1, 2006(in
                thousands)Beginning
                balance
            
            $
            11,286Warranty
                expense
            
            
            2,602Warranty
                claims
            
            
            (2,539
            )Ending
                balance
            
            $
            11,349








**9)** **Financing
      Arrangements**







Apr.
                1, 2006
            
            Dec.
                31, 2005(in
                thousands)Senior
                secured revolving credit line
            
            $
            58,600
            
            $
            56,250Senior
                secured bank term loans
            
            
            56,875
            
            
            60,000Foreign
                loan
            
            
            2,996
            
            
            3,200Other
                note
            
            
            2,069
            
            
            2,145Total
                debt
            
            $
            120,540
            
            $
            121,595Less:
                Current maturities of long-term debt
            
            
            14,405
            
            
            13,780Long-term
                debt
            
            $
            106,135
            
            $
            107,815





During
      the fourth quarter of 2005, the company amended its senior secured credit
      facility. Terms of the agreement provided for $60.0 million of term loans and
      $130.0 million of availability under a revolving credit line. As of April 1,
      2006, the company had $115.5 million outstanding under its senior banking
      facility, including $56.9 million of unamortized term loans and $58.6 million
      of
      borrowings under the revolving credit line. The company also had $8.5 million
      in
      outstanding letters of credit, which reduced the borrowing availability under
      the revolving credit line.





Borrowings
      under the senior secured credit facility are assessed at an interest rate of
      1.25% above LIBOR for long-term borrowings or at the higher of the Prime rate
      and the Federal Funds Rate for short term borrowings. At April 1, 2006, the
      average interest rate on the senior debt amounted to 6.35%. 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 April 1, 2006.





11





In
      December 2005, the company entered into a U.S. dollar secured term loan at
      its
      subsidiary in Spain. This term loan amortizes in equal monthly installments
      over
      a four-year period ending December 31, 2009. The unamortized balance under
      this
      loan amounted to $3.0 million at April 1, 2006. Borrowings under this facility
      are assessed at an interest rate of 0.45% above LIBOR. At April 1, 2006 the
      interest rate on this loan was 5.23%.





The
      company has historically entered into interest rate swap agreements to
      effectively fix the interest rate on its outstanding debt. In January 2005,
      the
      company entered into an interest rate swap agreement for a notional amount
      of
      $70.0 million. This agreement swaps one-month LIBOR for a fixed rate of 3.78%.
      The notional amount amortizes consistent with the repayment schedule of the
      company's term loan maturing November 2009. The unamortized notional amount
      of
      this swap as of April 1, 2006 was $56.9 million. In January 2006, the company
      entered into an interest rate swap agreement for a notional amount of $10.0
      million maturing on December 21, 2009. This agreement swaps one-month LIBOR
      for
      a fixed rate of 5.03%.





In
      2004,
      the company entered into a promissory note in conjunction with the release
      and
      early termination of obligations under a lease agreement relative to a
      manufacturing facility in Shelburne, Vermont. At April 1, 2006, the note
      amounted to $2.1 million. The note is assessed interest at 4.0% above LIBOR
      with
      an interest rate cap of 9.0%. At April 1, 2006, the interest rate on the note
      was approximately 8.8%. The note amortizes monthly and matures in December
      2009.





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. At April
      1, 2006, the company was in compliance with all covenants pursuant to its
      borrowing agreements.





**10)**
            **Acquisition
                Integration**





The
      company established reserves through purchase accounting associated with
      facility exit costs related to the Blodgett business operations acquired on
      December 21, 2001. Reserves for facility closure costs predominately relate
      to a
      lease obligation for a manufacturing facility that was exited during the second
      quarter of 2001, prior to the acquisition, for lease obligations associated
      with
      a manufacturing facility in Quakertown, Pennsylvania that was exited when
      production at this facility was relocated to another facility in Bow, New
      Hampshire. The lease associated with the exited facility extends through
      December 11, 2014. The facility is currently subleased. The remaining reserve
      balance is reflected net of anticipated sublease income.





The
      forecast of sublease income could differ from actual amounts, which are subject
      to the occupancy by a subtenant and a negotiated sublease rental rate. If the
      company's estimates or underlying assumptions change in the future, the company
      would be required to adjust the reserve amount accordingly.





12


All
      actions pertaining to the company’s integration initiatives have been completed.
      At this time, management believes the remaining reserve balance is adequate
      to
      cover the remaining costs identified at April 1, 2006.


A
      summary
      of the reserve balance activity related to facility closure and lease obligation
      is as follows:


Three
                  Months EndedApr.
                  1, 2006(in
                  thousands)Beginning
                  balance
              
              $
              2,598Cash
                  payments
              
              
              14Ending
                  balance
              
              $
              2,584





**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
      April 1, 2006 the company had forward contracts to purchase $9.2 million U.S.
      Dollars with various foreign currencies, all of which mature in the next fiscal
      quarter. The fair value of these forward contracts was $0.1 million at the
      end
      of the quarter.





*Interest
      Rate* : In
      January 2005, the company entered into an interest rate swap with a notional
      amount of $70.0 million to fix the interest rate applicable to certain of its
      variable-rate debt. The notional amount of the swap amortizes consistent with
      the repayment schedule of the company's senior term loan maturing in November
      2009. As of April 1, 2006, the unamortized balance of the interest rate swap
      was
      $56.9 million. The agreement swaps one-month LIBOR for a fixed rate of 3.78%
      and
      is in effect through November 2009. The company designated the swap as a cash
      flow hedge at its inception and all changes in the fair value of the swap are
      recognized in accumulated other comprehensive income. As of April 1, 2006,
      the
      fair value of this instrument was $1.5 million. The change in fair value of
      this
      swap agreement in the first three months of 2006 was a gain of $0.3 million,
      net
      of $0.1 million of taxes.





In
      January 2006, the company entered into another interest rate swap with a
      notional amount of $10.0 million to fix the interest rate applicable to certain
      of its variable-rate debt. The agreement swaps one-month LIBOR for a fixed
      rate
      of 5.03% and is in effect through December 2009. The company designated the
      swap
      a cash flow hedge at is inception and all changes in fair value of the swap
      are
      recognized in accumulated other comprehensive income. As of April 1, 2006,
      the
      fair value of this instrument was less than $(0.1) million. The change in fair
      value of this swap agreement in the first three months of 2006 was a loss of
      less than $0.1 million.





13





**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 division
      has manufacturing facilities in Illinois, Michigan, New Hampshire, North
      Carolina, Vermont and the Philippines. This division supports four major product
      groups, including conveyor oven equipment, core cooking equipment, counterline
      cooking equipment, and international specialty equipment. Principal product
      lines of the conveyor oven product group include Middleby Marshall ovens,
      Blodgett ovens and CTX ovens. Principal product lines of the core cooking
      equipment product group include the Southbend product line of ranges, steamers,
      convection ovens, broilers and steam cooking equipment, the Blodgett product
      line of ranges, convection ovens and combi ovens, MagiKitch'n charbroilers
      and
      catering equipment and the Pitco Frialator product line of fryers. The
      counterline cooking and warming equipment product group includes toasters,
      hot
      food servers, foodwarmers and griddles distributed under the Toastmaster brand
      name. The international specialty equipment product group is primarily comprised
      of food preparation tables, undercounter refrigeration systems, ventilation
      systems and component parts for the U.S. manufacturing operations.





The
      industrial foodservice equipment business group manufactures cooking and
      packaging equipment for the food processing industry. This business division
      has
      manufacturing in Lodi, Wisconsin. Its principal products include batch ovens,
      conveyorized ovens and continuous process ovens sold under the Alkar brand
      name
      and food packaging machinery sold under the RapidPak brandname.





The
      International Distribution Division provides integrated sales, export
      management, distribution and installation services through its operations in
      Canada, China, India, South Korea, Mexico, the Philippines, Spain, 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.








14





**Net
      Sales Summary**


**(dollars
      in thousands)**







Three
                Months EndedApr.
                1, 2006
            
            
            Apr.
                2, 2005Sales
            
            
            Percent
            
            
            Sales
            
            
            PercentBusiness
                Divisions:Commercial
                Foodservice:Core
                cooking equipment
            
            $
            59,939
            
            
            61.9
            
            $
            55,302
            
            
            73.9Conveyor
                oven equipment
            
            
            14,003
            
            
            14.5
            
            
            12,838
            
            
            17.1Counterline
                cooking equipment
            
            
            3,253
            
            
            3.4
            
            
            2,877
            
            
            3.8International
                specialtyequipment
            
            
            2,565
            
            
            2.6
            
            
            2,470
            
            
            3.3Commercial
                Foodservice
            
            
            79,760
            
            
            82.4
            
            
            73,487
            
            
            98.1International
                DistributionDivision
                (1)
            
            
            13,443
            
            
            13.9
            
            
            12,144
            
            
            16.2Industrial
                Foodservice (2)
            
            
            13,691
            
            
            14.2
            
            
            --
            
            
            --Intercompany
                sales (3)
            
            
            (10,145
            )
            
            (10.5
            )
            
            (10,742
            )
            
            (14.3
            )Total
            
            $
            96,749
            
            
            100.0
            %
            $
            74,889
            
            
            100.0
            %





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





*(2)*
            *Represents
                sales of products manufactured by Alkar, which was acquired in December
                2005.*





*(3)*
            *Represents
                the elimination of sales amongst the Commercial Foodservice Equipment
                Group and  *from
                the Commercial Foodservice Equipment Group to the International
                Distribution Division.**







15


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




Commercial
            
            Industrial
            
            International
            
            CorporateFoodservice
            
            Foodservice(2)
            
            Distribution
            
            and
                Other(3)
            
            Eliminations(4)
            
            Total**Three
                months ended April 1, 2006**Net
                sales
            
            $
            79,654
            
            $
            13,691
            
            $
            13,443
            
            $
            --
            
            $
            (10,039
            )
            $
            96,749Operating
                income
            
            
            19,729
            
            
            625
            
            
            917
            
            
            (6,074
            )
            
            (49
            )
            
            15,148Depreciation
                expense
            
            
            683
            
            
            171
            
            
            35
            
            
            4
            
            
            --
            
            
            893Net
                capital expenditures
            
            
            209
            
            
            30
            
            
            6
            
            
            256
            
            
            --
            
            
            501Total
                assets
            
            
            196,724
            
            
            44,150
            
            
            26,250
            
            
            4,597
            
            
            (6,038
            )
            
            265,683Long-lived
                assets(5)
            
            
            129,484
            
            
            26,478
            
            
            360
            
            
            5,493
            
            
            --
            
            
            161,815**Three
                months ended April 2, 2005**Net
                sales
            
            $
            73,487
            
            $
            --
            
            $
            12,144
            
            $
            --
            
            $
            (10,742
            )
            $
            74,889Operating
                income
            
            
            15,372
            
            
            --
            
            
            665
            
            
            (2,888
            )
            
            (1,146
            )
            
            12,003Depreciation
                expense
            
            
            819
            
            
            --
            
            
            37
            
            
            11
            
            
            --
            
            
            867Net
                capital expenditures
            
            
            366
            
            
            --
            
            
            (5
            )
            
            (40
            )
            
            --
            
            
            321Total
                assets
            
            
            194,166
            
            
            --
            
            
            24,837
            
            
            9,137
            
            
            (4,785
            )
            
            223,355Long-lived
                assets(5)
            
            
            129,009
            
            
            --
            
            
            361
            
            
            4,522
            
            
            --
            
            
            133,892





*(1)*
            *Non-operating
                expenses are not allocated to the operating segments. Non-operating
                expenses consist of interest expense *and deferred financing
                amortization, gains and losses on acquisition financing derivatives,
                and
                other income and**expenses items outside of income from
                operations.**  *(2)*
            *Represents
              assets and operations of Alkar, which was acquired in December
              2005.*  *(3)*
            *Includes
                corporate and other general company assets and
                operations.*  *(4)*
            *Includes
              elimination of intercompany sales, profit in inventory and intercompany
              receivables. Intercompany sale transactions are predominantly
              from the Cooking Systems Group to the International Distribution
              Division.*  *(5)*
            *Long-lived
              assets of the Cooking Systems Group includes assets located in the
              Philippines which amounted to $2,060 and $2,134 in 2006 and 2005,
              respectively.*





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








Three
                Months EndedApr.
                1, 2006
            
            
            Apr.
                2, 2005United
                States and Canada
            
            $
            79,103
            
            $
            61,315Asia
            
            
            6,147
            
            
            5,426Europe
                and Middle East
            
            
            7,753
            
            
            6,128Latin
                America
            
            
            3,746
            
            
            2,020Net
                sales
            
            $
            96,749
            
            $
            74,889





16





**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 July 1, 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. Expected contributions to be made in
      2006 are $254,000, of which $63,000 was funded during the three-month period
      ended April 1, 2006. Contributions to the directors' plan are based upon actual
      retirement benefits as they retire.





The
      net
      pension expense for the first three months of 2006 and 2005 for these plans
      was
      as follows(in thousands):


Three
                  Months EndedApril
                  1, 2006
              
              
              April
                  2, 2005Union
              
              
              Directors
              
              
              Union
              
              
              DirectorsPlan
              
              
              Plans
              
              
              Plan
              
              
              PlansService
                  cost
              
              $
              -
              
              $
              224,067
              
              $
              -
              
              $
              113,795Interest
                  on benefit obligations
              
              
              60,378
              
              
              35,142
              
              
              60,816
              
              
              3,564Return
                  on assets
              
              
              (51,288
              )
              
              -
              
              
              (53,651
              )
              
              -Net
                  amortization and deferral
              
              
              36,857
              
              
              -
              
              
              32,956
              
              
              -Net
                  pension expense
              
              $
              45,947
              
              $
              259,209
              
              $
              40,122
              
              $
              117,359




*(b)* *401K
      Savings Plans*





The
      company maintains four separate defined contribution 401K savings plans covering
      all employees in the United States. These four plans separately cover (1) the
      union employees at the Elgin, Illinois facility, (2) the union employees at
      the
      Lodi, Wisconsin facility, (3) the non-union employees at the Lodi, Wisconsin
      facility, and (4) all other remaining non-union employees in the United States
      not covered by one of the previous mentioned plans. The company makes profit
      sharing contributions to the various plans in accordance with the requirements
      of the plan. Profit sharing contributions for certain of these 401K savings
      plans are at the discretion of the company.


17


**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 2005 Annual Report on Form 10-K.








18


**Net
      Sales Summary**


**(dollars
      in thousands)**







Three
                Months EndedApr.
                1, 2006
            
            Apr.
                2, 2005Sales
            
            
            Percent
            
            
            Sales
            
            
            PercentBusiness
                Divisions:Commercial
                Foodservice:Core
                cooking equipment
            
            $
            59,939
            
            
            61.9
            
            $
            55,302
            
            
            73.9Conveyor
                oven equipment
            
            
            14,003
            
            
            14.5
            
            
            12,838
            
            
            17.1Counterline
                cooking equipment
            
            
            3,253
            
            
            3.4
            
            
            2,877
            
            
            3.8International
                specialtyequipment
            
            
            2,565
            
            
            2.6
            
            
            2,470
            
            
            3.3Commercial
                Foodservice
            
            
            79,760
            
            
            82.4
            
            
            73,487
            
            
            98.1International
                DistributionDivision
                (1)
            
            
            13,443
            
            
            13.9
            
            
            12,144
            
            
            16.2Industrial
                Foodservice (2)
            
            
            13,691
            
            
            14.2
            
            
            --
            
            
            --Intercompany
                sales (3)
            
            
            (10,145
            )
            
            (10.5
            )
            
            (10,742
            )
            
            (14.3
            )Total
            
            $
            96,749
            
            
            100.0
            %
            $
            74,889
            
            
            100.0
            %





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





*(2)*
            *Represents
                sales of products manufactured by Alkar, which was acquired in December
                2005.*





*(2)*
            *Represents
                the elimination of sales amongst the Commercial Foodservice Equipment
                Group and  *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 EndedApr.
                1, 2006
            
            Apr.
                2, 2005Net
                sales
            
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            63.3
            
            
            63.9Gross
                profit
            
            
            36.7
            
            
            36.1Selling,
                general and administrative expenses
            
            
            21.1
            
            
            20.1Income
                from operations
            
            
            15.6
            
            
            16.0Interest
                expense and deferred financing amortization, net
            
            
            1.8
            
            
            2.4Other
                (income), net
            
            
            (0.1
            )
            
            (0.3
            )Earnings
                before income taxes
            
            
            13.9
            
            
            13.9Provision
                for income taxes
            
            
            5.6
            
            
            5.4Net
                earnings
            
            
            8.3
            %
            
            8.5
            %








19


**Three
      Months Ended April 1, 2006 Compared to Three Months Ended April 2,
      2005**





**NET
      SALES** ***.***  Net
      sales
      for the first quarter of fiscal 2006 were $96.7 million as compared to $74.9
      million in the first quarter of 2005.





Net
      sales
      at the Commercial Foodservice Equipment Group amounted to $79.8 million in
      the
      first quarter of 2006 as compared to $73.5 million in the prior year quarter.





·
            Core
                cooking equipment sales increased by $4.6 million to $59.9 million
                from
                $55.3 million, primarily due to increased fryer, convection oven,
                and
                cooking range sales resulting from increased purchases from major
                and
                regional chain customers due to new store openings and increased
                replacement business.




·
            Conveyor
                oven equipment sales increased $1.2 million to $14.0 million from
                $12.8
                million in the prior year quarter due to increased sales of new oven
                models.





·
            Counterline
                cooking equipment sales increased to $3.3 million from $2.9 million
                in the
                prior year quarter due to increased sales continued market penetration
                of
                the recently introduced counterline product line-up.





·
            International
                specialty equipment sales increased to $2.6 million compared to $2.5
                million in the prior year quarter.





Net
      sales
      at the International Distribution Division increased by $1.3 million to $13.4
      million, reflecting higher sales in Asia, Latin America and Europe.
      International sales benefited from expansion of the U.S. chains overseas and
      increased business with local and regional restaurant chains in developing
      markets.




Net
        sales
        for the Industrial Foodservice Equipment Group were $13.7 million related
        to the
        business of Alkar, which was acquired in December 2005.




**GROSS
      PROFIT** ***.***  Gross
      profit increased to $35.5 million from $27.1 million in the prior year period,
      reflecting the impact of higher sales volumes. The gross margin rate was 36.7%
      in the quarter as compared to 36.1% in the prior year quarter. The net increase
      in the gross margin rate reflects:








·
            Increased
                sales volumes that benefited manufacturing efficiencies and provided
                for
                greater leverage of fixed manufacturing
                costs.





·
            Higher
                margins associated with new product
                sales.





·
            Improved
                margins at Nu-Vu Foodservice Systems which was acquired in January
                2005.
                The margin improvement at this operation reflects the benefits of
                successful integration efforts.





·
            The
                adverse impact of lower margins at the newly acquired Alkar
                operation.








20


**SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES** ***.***  Combined
      selling, general, and administrative expenses increased from $15.1 million
      in
      the first quarter of 2005 to $20.4 million in the first quarter of 2006. As
      a
      percentage of net sales, operating expenses amounted to 21.1% in the first
      quarter of 2006 as compared to 20.1% in the first quarter of 2005. Selling
      expenses increased from $8.2 million to $10.1 million, reflecting $1.1 million
      of increased costs associated with the newly acquired Alkar operations and
      increased selling costs related to the higher sales volumes. General and
      administrative expenses increased from $6.9 million to $10.3 million, which
      includes increased costs of $1.2 million associated with the newly acquired
      Alkar operations. General and administrative expenses also includes $0.3 million
      of increased stock compensation costs, increased incentive performance costs
      and
      increased legal and professional fees.





**NON-OPERATING
      EXPENSES.** Interest
      and deferred financing amortization costs of $1.8 million in the first quarter
      of 2006 remained consistent with the prior year quarter as the benefit of lower
      debt balances were offset by higher interest rates. Other income was $0.1
      million in the current year as compared to $0.2 million in the prior year and
      primarily related to foreign exchange gains.





**INCOME
      TAXES** ***.***  A
      tax
      provision of $5.4 million, at an effective rate of 40%, was recorded during
      the
      quarter as compared to a $4.1 million provision at a 39% effective rate in
      the
      prior year quarter.








**Financial
      Condition and Liquidity**





During
      the three months ended April 1, 2006, cash and cash equivalents decreased by
      $0.4 million to $3.5 million at April 1, 2006 from $3.9 million at December
      31,
      2005. Net borrowings decreased from $121.6 million at December 31, 2005 to
      $120.5 million at April 1, 2006.





**OPERATING
      ACTIVITIES** ***.***  Net
      cash
      provided by operating activities after changes in assets and liabilities was
      $1.1 million as compared to net cash used of $3.9 million in the prior year
      period.





During
      the three months ended April 1, 2006, working capital levels increased due
      to
      the higher sales volumes and increased seasonal working capital needs. The
      changes in working capital included a $2.8 million increase in accounts
      receivable, a $2.3 million increase in inventory and a $3.2 million increase
      in
      accounts payable. Accrued expenses and other liabilities decreased by $10.7
      million as a result of funding the 2005 customer rebate programs and incentive
      compensation programs during the first quarter of 2006.





**INVESTING
      ACTIVITIES** ***.***  During
      the three months ended April 1, 2006, net cash used in investing activities
      was
      $0.5 million associated with additions and upgrades of production, marketing
      and
      training equipment.





**FINANCING
      ACTIVITIES.** Net
      cash
      flows used in financing activities were $1.0 million during the three months
      ending April 1, 2006. The net reduction in debt includes $2.4 million in
      borrowings under the revolving credit facility and $3.1 million of repayments
      of
      the term loan.





At
      April
      1, 2006, 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.





21





**New
      Accounting Pronouncements**





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
      of
      ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43,
      Chapter 4 to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs and wasted material. This statement requires
      that these items be recognized as current period costs and also requires that
      allocation of fixed production overheads to the costs of conversion be based
      on
      the normal capacity of the production facilities. This statement is effective
      for inventory costs incurred during fiscal years beginning after June 15, 2005.
      The adoption of this statement did not have a material effect on the company's
      financial position, results of operations or cash flows.




In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections
      -
      a replacement of APB Opinion No. 20 and FASB Statement No. 3". This statement
      replaces ABP Opinion No. 20, Accounting Changes and FASB Statement No. 3,
      Reporting Changes in Interim Financial Statements and changes the requirements
      for the accounting for and reporting of a change in accounting principles.
      This
      statement applies to all voluntary changes in accounting principles. This
      statement is effective for accounting changes and corrections of errors made
      in
      fiscal years beginning after December 15, 2005. The company will apply this
      guidance prospectively.





In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments - an amendment of FASB Statements No. 133 and 140". This
      statement provides entities with relief from having to separately determine
      the
      fair value of an embedded derivative that would otherwise be required to be
      bifurcated from its host contract in accordance with SFAS No. 133. This
      statement allows an entity to make an irrevocable election to measure such
      a
      hybrid financial instrument at fair value in its entirety, with changes in
      fair
      value recognized in earnings. This statement is effective for all financial
      instruments acquired, issued, or subject to a remeasurement (new basis) event
      occurring after the beginning of an entity's first fiscal year that begins
      after
      September 15, 2006. The company will apply this guidance prospectively. The
      company is continuing its process of determining what impact the application
      of
      this guidance will have on the company's financial position, results of
      operations or cash flows.





**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.








22





*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.





*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 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 such matter 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.  As part
      of the company's calculation of the provision for taxes, the company establishes
      reserves for the amount that it expects to incur as a result of audits. The
      reserves may change in the future due to new developments related to the various
      tax matters.





23





**Contractual
      Obligations**





The
      company's contractual cash payment obligations are set forth below (in
      thousands):




TotalIdle
              
              
              ContractualLong-term
              
              
              Operating
              
              
              Facility
              
              
              CashDebt
              
              
              Leases
              
              
              Leases
              
              
              ObligationsLess
                  than 1 year
              
              $
              14,405
              
              $
              710
              
              $
              310
              
              $
              15,4251-3
                  years
              
              
              33,185
              
              
              632
              
              
              673
              
              
              34,4904-5
                  years
              
              
              72,950
              
              
              334
              
              
              796
              
              
              74,080After
                  5 years
              
              
              --
              
              
              113
              
              
              1,988
              
              
              2,101$
              120,540
              
              $
              1,789
              
              $
              3,767
              
              $
              126,096






Idle
      facility lease 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 December 2014. 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 defined benefit plans exceeded the plans’
assets by $2.4 million at the end of 2005 as compared to $5.0 million at the
      end
      of 2004. The unfunded benefit obligations were comprised of a $1.0 million
      under
      funding of the company's union plan and $1.4 million of under funding of the
      company's director plans. The company does not expect to contribute to the
      director plans in 2006. The company made minimum contributions required by
      the
      Employee Retirement Income Security Act of 1974 (“ERISA”) of $0.3 million in
      2005 and $0.2 million in 2004 to the company's union plan. The company expects
      to continue to make minimum contributions of $0.3 million to the union plan
      as
      required by ERISA.





The
      company has $8.5 million in outstanding letters of credit, which expire on
      April
      1, 2007 with an automatic one-year renewal, 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 no activities, obligations or exposures associated with off-balance
      sheet arrangements.





24





**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)March
                31, 2007
            
            $
            --
            
            $
            14,405March
                31, 2008
            
            
            --
            
            
            16,280March
                31, 2009
            
            
            --
            
            
            16,905March
                31, 2010
            
            
            --
            
            
            72,950March
                31, 2011
            
            
            --
            
            
            --$
            --
            
            $
            120,540








During
      the fourth quarter of 2005, the company amended its senior secured credit
      facility. Terms of the agreement provided for $60.0 million of term loans and
      $130.0 million of availability under a revolving credit line. As of April 1,
      2006, the company had $115.5 million outstanding under its senior banking
      facility, including $56.9 million of unamortized term loans and $58.6 million
      of
      borrowings under the revolving credit line. The company also had $8.5 million
      in
      outstanding letters of credit, which reduced the borrowing availability under
      the revolving credit line.





Borrowings
      under the senior secured credit facility are assessed at an interest rate of
      1.25% above LIBOR for long-term borrowings or at the higher of the Prime rate
      and the Federal Funds Rate for short-term borrowings. At April 1, 2006, the
      average interest rate on the senior debt amounted to 6.35%. 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 April 1, 2006.





In
      December 2005, the company entered into a U.S. Dollar secured term loan at
      its
      subsidiary in Spain. This loan amortizes in equal monthly installments over
      a
      four year period ending December 31, 2009. The unamortized balance under this
      loan amounted to $3.0 million at April 1, 2006. Borrowings under this facility
      are assessed an interest rate of 0.45% above LIBOR. At April 1, 2006 the
      interest rate was 5.23%.





The
      company has historically entered into interest rate swap agreements to
      effectively fix the interest rate on its outstanding debt. In January 2005,
      the
      company entered into an interest rate swap agreement for a notional amount
      of
      $70.0 million. This agreement swaps one-month LIBOR for a fixed rate of 3.78%.
      The notional amount amortizes consistent with the repayment schedule of the
      company's term loan maturing November 2009. The unamortized notational amount
      of
      this swap as of April 1, 2006 was $56.9 million. In January 2006, the company
      entered into an interest rate swap for a notional amount of $10.0 million
      maturing on December 31, 2009. This agreement swaps one-month LIBOR for a fixed
      rate of 5.03%.








25





In
      November 2004, the company entered into a promissory note in conjunction with
      the release and early termination of obligations under a lease agreement
      relative to a manufacturing facility in Shelburne, Vermont. At April 1, 2006,
      the balance due on the note amounted to $2.1 million. The note is assessed
      interest at 4.0% above LIBOR with an interest rate cap of 9.0%. At April 1,
      2006
      the interest rate on the note was approximately 8.8%. The note amortizes monthly
      and matures in December 2009.





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. At April
      1, 2006, the company was in compliance with all covenants pursuant to its
      borrowing agreements.








**Financing
      Derivative Instruments**





In
      January 2005, the company entered into an interest rate swap with a notional
      amount of $70.0 million to fix the interest rate applicable to certain of its
      variable-rate debt. The notional amount of the swap amortizes consistent with
      the repayment schedule of the company's senior term loan maturing in November
      2009. The agreement swaps one-month LIBOR for a fixed rate of 3.78% and is
      in
      effect through November 2009. The interest rate swap has been designated a
      cash
      flow hedge, and in accordance with SFAS No. 133 the changes in fair value are
      recorded as a component of accumulated other comprehensive income. As of April
      1, 2006, the fair value of this instrument was $1.5 million. The change in
      fair
      value of this swap agreement in the first three months of 2006 was a gain of
      $0.3 million, net of $0.1 million of taxes. In January 2006, the company entered
      into an interest rate swap agreement for a notional amount of $10.0 million
      maturing on December 21, 2009. This agreement swaps one month LIBOR for a fixed
      rate of 5.03%. The interest rate swap has been designated a cash flow hedge,
      and
      in accordance with SFAS No. 133 the changes in fair value are recorded as a
      component of accumulated other comprehensive income. As of April 1, 2006, the
      fair value of this instrument was less than $(0.1) million. The change in fair
      value of this swap agreement in the first three months of 2006 was a loss of
      less than $0.1 million.








26








**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. The following table
      summarizes the forward and option purchase contracts outstanding at April 1,
      2006. The fair value of these forward contracts was $0.1 million at the end
      of
      the quarter:





Sell
            
            Purchase
            Maturity1,000,000
            Euro
            
            $1,216,400
            U.S.
                Dollars
            April
                24, 20063,150,000
            British
                Pounds
            
            $5,522,000
            U.S.
                Dollars
            April
                24, 20061,000,000,000
            Korean
                Won
            
            $1,032,000
            U.S.
                Dollars
            April
                24, 200610,000,000
            Mexican
                Pesos
            
            $925,900
            U.S.
                Dollars
            April
                24, 20066,000,000
            Mexican
                Pesos
            
            $556,300
            U.S.
                Dollars
            April
                24, 2006







27





**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
      April 1, 2006, 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 April 1, 2006, 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.














28





**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 April 1, 2006, except as
      follows:


**Item
        1A. Risk Factors**
  There
        have been no material changes in risk factors as set forth in the company's
        2005
        Annual Report on Form 10-K.





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





During
      the first quarter of fiscal 2006, the company issued 6,500 shares of the
      company's common stock to division executives pursuant to the exercise of stock
      options. The following summarizes those transactions:





Number
                of
            ExerciseDate
            Class
                of persons
            Shares
            Price
            AmountFebruary
                27, 2006
            division
                executive
            2,000
            5.90
            $11,800.00February
                28, 2006
            division
                executive
            2,000
            5.90
            $11,800.00March
                5, 2006
            division
                executive
            1,000
            10.51
            $10,510.00March
                6, 2006
            division
                executive
            600
            10.51
            $
                 6,306.00March
                14, 2006
            division
                executive
            900
            10.51
            $ 
                9,459.00





The
      issuance of such shares was exempt under the Securities Act of 1933, as amended,
      pursuant to Section 4(2) thereof, as transactions by an issuer not involving
      a
      public offering as such certificates for the shares were legended and stop
      transfer instructions were given to the transfer agent.




In
      July 1998, the company's Board of Directors adopted a
      stock repurchase program and subsequently authorized the purchase of up to
      1,800,000 common shares in open market purchases. As of April 1, 2006, 952,999
      shares had been purchased under the 1998 stock repurchase program. There were
      not shares purchased during the three month period ended April 1,
      2006.





**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 Sarbanes-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).









29




**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)Date
                    May 11, 2006
                By:
                    /s/ Timothy J. FitzGeraldTimothy J. FitzGeraldVice President,Chief Financial Officer
    30