MIDDLEBY Corp — Director's Dealing 2008

May 27, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2008-05-22

Reporting Person: FITZGERALD TIMOTHY JOHN (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-22	Common Stock	M	2000	$5.255	Acquired	196062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-22	Option to Buy	$5.255	M	2000	Disposed	2013-03-05	common stock (2000)	Direct

Footnotes

F1: Transaction represents the exercise of 2,000 Incentive Stock Option shares on May 22, 2008. Exercise part of an original grant of 10,000 (split adj.) Incentive Stock Option shares on March 5, 2003 at an exercise price of $5.255 (split adj). The grant vests in 20% increments with an expiration of March 5, 2013.