POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Martin M. Lindsay and David B.
Baker, signing individually, the undersigned's true and lawful
attorney-in-fact to:

1.	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director,
and/or principal (10%+) shareholder of The Middleby
Corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"),
and the rules thereunder;

2.	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete and execute any such Forms 3, 4, or 5,
complete and execute any amendment or amendments
thereto, and timely file such form with the United
States Securities and Exchange Commission and any
stock exchange or similar authority; and

3.	take any other action of any type whatsoever in
nconnection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers hereby granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each
attorney-in-fact, or each such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each such attorney-in-fact, in
serving in such capacity at the request of the undersigned
responsibilities to comply with Section 16 of the 1934 Act.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.


Date:	September 30, 2002


	Robert R Henry			Signature


	Robert R. Henry			Print Name