================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 3, 2005

                            THE MIDDLEBY CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

             Delaware               1-9973                          36-3352497
 (State or Other Jurisdiction (Commission File Number)           (IRS Employer
     of Incorporation)                                       Identification No.)

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


              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 2.02         Results of Operation and Financial Condition.

     On March 3, 2005, The Middleby  Corporation (the "Company")  issued a press
release  announcing  its results of operations for the fourth quarter and twelve
months ended January 1, 2005. A copy of the press release,  dated March 3, 2005,
is  furnished  herewith  as  Exhibit  99.1.  On March  4,  2005,  as  previously
announced,  the Company held a conference call discussing its fourth quarter and
fiscal year 2004  results of  operations,  a  transcript  of which is  furnished
herewith as Exhibit 99.2.

     This  information is furnished  pursuant to Item 2.02 of Form 8-K and shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange  Act"), or otherwise  subject to the liabilities
of that section,  unless  specifically  incorporated  by reference in a document
filed under the  Securities  Act of 1933,  as amended,  or the Exchange  Act. By
filing  this report on Form 8-K and  furnishing  this  information,  the Company
makes no admission as to the  materiality of any information in this report that
is required to be disclosed solely by Item 2.02.

ITEM 9.01.        Financial Statements and Exhibits.

                  (c)      Exhibits.

Exhibit No.       Description
-----------       --------------------------------------------------------------

Exhibit 99.1      The Middleby Corporation Press Release, dated March 3, 2005.

Exhibit 99.2      Transcript of Conference Call held on March 4, 2005.


                                   SIGNATURES

     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 hereunto duly authorized.


                                        THE MIDDLEBY CORPORATION


Dated: March 8, 2005                    By:  /s/  Timothy J. FitzGerald
                                             -----------------------------------
                                             Timothy J. FitzGerald
                                             Vice President and Chief Financial
                                             Officer



                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       --------------------------------------------------------------
Exhibit 99.1      The Middleby Corporation Press Release, dated March 3, 2005.

Exhibit 99.2      Transcript of Conference Call held on March 4, 2005.