8-K

                                 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): February 25, 2005


                           THE MIDDLEBY CORPORATION
            (Exact Name of Registrant as Specified in its Charter)


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


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


                                (847) 741-3300
             (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 1.01         Entry Into a Material Definitive Agreement.

                  On February 25, 2005, the Board of Directors of The Middleby
Corporation (the "Company") adopted an amended and restated Management
Incentive Compensation Plan, effective as of January 1, 2005 (the "Plan").

                  The Plan is a cash incentive bonus plan for the Company's
key employees and officers who are selected as participants by the Company's
Compensation Committee (the "Committee"). The current participants of the Plan
are Selim A. Bassoul, Chairman, President and Chief Executive Officer of the
Company and Timothy J. FitzGerald, Vice President and Chief Financial Officer
of the Company. The Company intends that payments to participating employees
under the Plan will qualify as performance-based compensation for purposes of
Section 162(m) of the Internal Revenue Code (the "Code"). The Plan will be
submitted for the approval of the Company's stockholders at the 2005 annual
meeting of stockholders, as required by Section 162(m) of the Code, in order
to ensure that the tax deductibility of payments made under the Plan will not
be limited by such section.

                  Under the Plan, the payment of bonuses to executives who
qualify as "covered employees," as defined under Section 162(m) of the Code,
is subject to the attainment of pre-established written performance goals
approved by the Committee prior to the 90th day following the commencement of
the Company's fiscal year. The performance goals for the covered employees
will be based on the Company's adjusted earnings before interest, income
taxes, depreciation and amortization ("EBITDA") for the fiscal year. The
payment of bonuses to participants who are not covered employees may also be
based on the EBITDA of any subsidiary, division or segment of the Company. The
Committee has the authority to determine EBIDTA in accordance with generally
accepted accounting principles ("GAAP"). The Committee may also make
appropriate adjustments to EBIDTA goals to reflect the impact of extraordinary
items not reflected in such goals. Extraordinary items include but are not
limited to (a) profit or loss attributable to acquisition or dispositions of
stock or assets, or (b) changes in accounting standards, or (c) the impact of
capital expenditures.

                  Pursuant to the Plan, each performance period begins on
January 1st and ends on December 31st of the Company's fiscal year. The
maximum payment that may be made to any participating employee under the Plan,
as amended and restated, with respect to any fiscal year is $3,500,000.
Bonuses will be paid after the completion of the Company's year end audit and
after the Committee certifies in writing that the EBITDA goals have been
attained, except that payments under the Plan generally must be made no later
than two and one-half months after the end of the fiscal year in which the
payment was earned. In order to receive a payment under the Plan, a
participant must have been employed by the Company for at least six months and
must have been employed on the last day of the Company's fiscal year. The
Committee has the discretion to elect to pay a pro-rata bonus after the year
end audit to any participating employee who was involuntarily terminated
before the end of the Company's fiscal year. In addition, the Committee may
also elect to pay pro-rata bonuses based upon the achievement of pro-rata
EBITDA goals.

                  In the event of a "change in control" of the Company (as
defined in the Plan), EBITDA will be calculated after the completion of the
Company's year end audit and will be based on the Company's past practice and
the terms of the Plan. However, if it is impractical for the Company's EBITDA
to be measured after a change in control, then a pro-rata bonus will be paid
to participants based on the EBIDTA achieved prior to the change in control.

                  A copy of the Plan is filed herewith as Exhibit 10.1. The
description of the Plan in this Current Report on Form 8-K is qualified in its
entirety by reference to the complete copy of the Plan attached hereto as an
exhibit.

ITEM 9.01.        Financial Statements and Exhibits.

                  (c)      Exhibits.

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

Exhibit 10.1      Amended and Restated Management Incentive Compensation Plan





                                  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 3, 2005                         By: /s/ Timothy J. FitzGerald
                                                 ----------------------------
                                                 Timothy J. FitzGerald
                                                 Vice President and Chief
                                                 Financial Officer





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

Exhibit 10.1      Amended and Restated Management Incentive Compensation Plan

EX-10

                                                                  Exhibit 10.1


                 The Middleby Corporation Amended and Restated
                    Management Incentive Compensation Plan


1.   General. The Management Incentive Compensation Plan (hereinafter, the
     "Plan" or "MICP"), as amended from time to time, was initially adopted
     and approved by the stockholders of The Middleby Corporation ("Company")
     in 2001. This document sets forth an amendment and restatement of the
     Plan effective as of January 1, 2005.

2.   Purpose. The MICP is intended to provide an incentive for superior
     performance and to motivate participating employees toward the highest
     levels of achievement and business results, to tie their goals and
     interests to those of the Company and its stockholders, and to enable the
     Company to attract and retain highly qualified executive officers. In
     addition, the MICP is intended to preserve the Company's tax deduction
     for bonus compensation paid to "covered employees" within the meaning of
     Section 162(m) of the Internal Revenue Code of 1986, as amended (the
     "Code") by meeting the requirements for performance-based compensation
     under Section 162(m) of the Code.

3.   Administration. The MICP shall be administered by the Compensation
     Committee of the Company's Board of Directors (the "Board") or a
     subcommittee of such committee (the "Committee"). All members of the
     Committee shall be persons who qualify as "outside directors" as defined
     under Section 162(m) of the Code. The Committee shall have full power and
     authority to administer and interpret the provisions of the MICP and to
     adopt such rules, regulations, agreements, guidelines and instruments for
     the administration of the MICP and for the conduct of its business as the
     Committee deems necessary or advisable. Except with respect to matters
     which under the Code are required to be determined in the sole and
     absolute discretion of the Committee, the Committee shall have full power
     to delegate to any officer or employee of the Company the authority to
     administer and interpret the procedural aspects of the MICP, subject to
     the MICP 's terms, including adopting and enforcing rules to decide
     procedural and administrative issues. The Committee may rely on opinions,
     reports or statements of officers or employees of the Company or any
     subsidiary thereof and of Company counsel (inside or retained counsel),
     public accountants and other professional or expert persons. No member of
     the Committee shall be liable for any action taken or determination made
     in good faith with respect to the MICP.

4.   Eligibility. Any officer or key employee of the Company is eligible to
     participate in the MICP if selected by the Committee for participation.

5.   EBITDA Performance Measure. Payment of bonuses under the MICP to the
     Company's executive officers who are "covered employees" as defined under
     Section 162(m) of the Code shall be subject to the attainment of
     pre-established written performance goals approved by the Committee prior
     to the 90th day following the commencement of the Company's fiscal year.
     The performance goal shall be the Company's adjusted earnings before
     interest, income taxes, depreciation and amortization ("EBITDA") for the
     fiscal year. Payment of bonuses to participants in the MICP who are not
     "covered employees" may be based on the EBITDA of any subsidiary,
     division or segment of the Company. EBITDA goals may include a threshold
     level of performance at which no payment will be made, levels of
     performance at which specified payments will be made and a maximum level
     of performance above which no additional payment will be made. In no
     event shall the Committee have the discretion to increase the amount of
     incentive compensation that would otherwise become payable to a covered
     employee upon the attainment of the EBITDA goal previously established
     for such covered employee. The maximum payment that may be made to any
     individual under the MICP with respect of any fiscal year shall be
     $3,500,000.

6.   Calculation of EBITDA. EBITDA shall be determined in the discretion of
     the Committee in accordance with Generally Accepted Accounting
     Principles. However, EBITDA shall exclude foreign exchange gains/losses
     and shall take into account any and all bonuses and incentive
     compensation payable to Company employees, including incentive
     compensation payable to employees participating under the MICP for the
     applicable year. The Committee shall have the authority to make
     appropriate adjustments to EBITDA goals to reflect the impact of
     extraordinary items not reflected in such goals. For purposes of the
     MICP, extraordinary items shall include (1) any profit or loss
     attributable to acquisitions or dispositions of stock or assets, (2) any
     changes in accounting standards or treatments that may be required or
     permitted by the Financial Accounting Standards Board or adopted by the
     Company or its subsidiaries after the goal is established, (3) all items
     of gain, loss or expense for the year related to restructuring charges
     for the Company or its subsidiaries, (4) all items of gain, loss or
     expense for the year determined to be extraordinary or unusual in nature
     or infrequent in occurrence or related to the disposal of a segment of a
     business (including but not limited to any costs allocated to the Company
     by any entity that acquires the Company), (5) all items of gain, loss or
     expense for the year related to discontinued operations that do not
     qualify as a segment of a business as defined in APB Opinion No. 30 (or
     successor literature), (6) the impact of capital expenditures, (7) the
     impact of share repurchases and other changes in the number of
     outstanding shares, (8) fees and expenses associated with a business
     transaction such as investment banking fees and/or legal, accounting or
     tax planning fees, and (9) such other items as may be prescribed by
     Section 162(m) of the Code and the treasury regulations thereunder as may
     be in effect from time to time, and any amendments, revisions or
     successor provisions and any changes thereto.

7.   Performance Period. The performance period with respect to which bonuses
     shall be calculated and paid under the MICP shall generally be the fiscal
     year of the Company beginning on January 1 and ending on December 31.

8.   Payment of Bonuses. Payments pursuant to the MICP, if any, shall be made
     after the completion of Company's year end audit and only after the
     Committee certifies in writing that the EBITDA goals with respect to
     which payments are to be made have been attained. As a condition to
     receiving a payment, each participant must have been employed by the
     Company for a minimum of six months during the Company's fiscal year and
     must have been employed on the last day of the Company's fiscal year;
     provided, however, that the Committee may elect to pay a pro-rata bonus
     (after the year end audit) to any participant whose employment with the
     Company was involuntarily terminated prior to the end of the Company's
     fiscal year if such participant was otherwise eligible to receive a bonus
     hereunder. Notwithstanding anything to the contrary herein, the Committee
     may also elect to pay pro-rata bonuses prior to end of the Company's
     fiscal year end based upon the achievement of pro-rata EBITDA goals.
     Payment of bonuses under the MICP may be subject to such additional
     requirements as the Committee may determine, including but not limited
     to, the Company's Stock Ownership Plan. Notwithstanding the forgoing,
     payments pursuant to the MICP, if any, shall be made no later that the
     date which is two and one-half (2 1/2) months following the end of the
     fiscal year in which the payment was earned.

9.   Change of Control. After the occurrence of a "Change of Control" (as
     defined below) of the Company, EBITDA shall be calculated in accordance
     with past practice and the terms of the Plan after the completion of the
     Company's year end audit; provided, however, that if it shall be
     impractical for the Company's EBITDA to be measured after a Change of
     Control then a pro-rata bonus shall be paid to participants based on
     EBITDA achieved prior to the Change of Control as of the most recent
     practicable date prior to the date the Change of Control occurred. If,
     after the Change of Control, the members of the Committee are replaced,
     the calculation of EBITDA shall be made in consultation with an
     individual, who immediately prior to the Change of Control, was serving
     on the Committee so as to ensure that EBITDA is calculated in accordance
     with past practice and the terms of the Plan and the new members of the
     Committee shall certify in writing that EBITDA was calculated in
     consultation with such individual and in accordance with past practice
     and the terms of the Plan. For purposes of the Plan, a "Change in
     Control" shall mean an increase, on or after January 1, 2005, in
     ownership to twenty percent (20%) or more of the outstanding voting
     securities of the Company held by any person or group of persons who are
     acting together for the purpose of acquiring, holding, voting or
     disposing of such voting securities; provided, however, that an increase
     in ownership to twenty (20%) or more of the outstanding voting securities
     of the Company held by a participant or group of persons which includes a
     participant who are acting together for the purpose of acquiring,
     holding, voting or disposing of such voting securities shall not
     constitute a Change in Control.(1)

10.  No Right To Continued Employment. Nothing in the MICP or in any bonus
     opportunity granted pursuant hereto shall confer upon any participant the
     right to continue in the employ of the Company or to be entitled to any
     remuneration or benefits not set forth in the MICP or to interfere with
     or limit in any way the right of the Company to terminate such
     participant's employment.

11.  Withholding Taxes. Where a participant or other person is entitled to
     receive a payment hereunder, the Company shall have the right either to
     deduct from the payment, or to require the participant or such other
     person to pay to the Company prior to delivery of such payment, an amount
     sufficient to satisfy any federal, state, local or other withholding tax
     requirements.

12.  Amendment and Termination of the MICP. The Board or the Committee may at
     any time and from time to time alter, amend, suspend, or terminate the
     MICP in whole or in part; provided that, no amendment that requires
     stockholder approval in order for the MICP to continue to comply with
     Section 162(m) of the Code shall be effective unless the same shall be
     approved by the requisite vote of the shareholders of the Company.
     Notwithstanding the foregoing, no amendment shall affect adversely any of
     the rights of any participant to receive any bonus following the date the
     participant is notified of his bonus opportunity, provided that the
     adjustment of EBITDA or the payment of a pro-rata bonus as contemplated
     herein are expressly permitted. Unless otherwise determined by the
     Committee or the Board, the Company shall seek stockholder re-approval of
     the material terms of the EBITDA goal hereunder no later than the first
     stockholder meeting of the Company occurring in 2006.

13.  Participant Rights. No participant shall have any claim to be granted any
     bonus under the MICP, and there is no obligation for uniformity of
     treatment for participants.

14.  Governing Law. The MICP and all determinations made and actions taken
     pursuant hereto shall be governed by the laws of the State of Delaware
     without giving effect to the conflict of laws principles thereof.

15.  Interpretation. The MICP is designed and intended to comply, to the
     extent applicable, with Section 162(m) of the Code, and all provisions
     hereof shall be construed in a manner to so comply. Notwithstanding any
     provision of the MICP, to the extent that the Committee determines that
     the MICP or any bonus opportunity or right of a participant thereunder is
     subject to Section 409A of the Code and fails to comply with the
     requirements of Section 409A of the Code, the Committee, reserves the
     right to amend or terminate the Plan and/or amend, restructure, terminate
     or replace the participant's bonus opportunity or right in order to cause
     the right to either not be subject to Section 409A of the Code or to
     comply with the applicable provisions of such section.

16.  Unfunded Status of Awards. The MICP is intended to constitute an
     "unfunded" plan for incentive compensation. With respect to any payments
     not yet made to a participant pursuant to a bonus opportunity, nothing
     contained in the MICP or any bonus shall give any such participant any
     rights that are greater than those of a general creditor of the Company.


- ---------------
1        For example, on April 16, 2004 individual A (who is not a participant
         of the MICP) owns 2.42% of the total outstanding voting securities of
         Company. Thereafter, individual A commences a series of open market
         and private purchases, and on January 10, 2005 for the first time his
         holdings exceed 20% of the outstanding voting securities of the
         Company. A Change of Control occurs on January 10, 2005.