Exhibit 99.1


                           THE MIDDLEBY CORPORATION

                           Moderator: Tim Fitzgerald
                                 July 29, 2005
                                  10:00 am CT

Operator:             Good morning. My name is (Aileene) and I will be your
                      conference facilitator today. At this time I would like
                      to welcome everyone to the Middleby Corporation's Second
                      Quarter Earnings conference call. All lines have been
                      placed on mute to prevent any background noise.

                      After the speakers' remarks there will be a question and
                      answer period. If you would like to ask a question
                      during that time simply press star then the number 1 on
                      your telephone keypad. If you would like to withdraw
                      your question press the pound key. Thank you.

                      Mr. Fitzgerald, you may begin, sir.

Tim Fitzgerald:       Thank you, (Aileene). Good morning and thank you for
                      attending today's conference call. I'm Tim Fitzgerald,
                      CFO of the Middleby Corporation and joining me to day is
                      Selim Bassoul, our chairman and CEO. I have some initial
                      comments about the company's second quarter results and
                      then we'll open up the conference call for questions and
                      answers.

                      We were very pleased with the results of our second
                      quarter which has historically been our strongest
                      quarter due to the seasonality of our business. Net
                      sales in the second quarter increased 15.1% to $83.9
                      million as compared to $72.9 million the second quarter
                      of 2004.

                      Sales from the Nu-Vu acquisition completed in the first
                      quarter of 2005 amounted to $4.1 million and accounted
                      for 5.5% of the sales growth for the quarter. Excluding
                      the impact of the Nu-Vu acquisition organic sales growth
                      amounted to 9.6%.

                      The organic sales growth in the quarter reflected an
                      extremely strong quarter for our international business
                      which benefited from rollouts with several chain
                      customers. As we had expected, domestic order rates
                      slowed during the second quarter as customers bought in
                      advance of price increases instituted during quarter
                      one.

                      We expect that the first quarter pre-buying will
                      continue to impact the third quarter due to lower order
                      rates in the second quarter and earlier part of the
                      third quarter.

                      The company realized sales increases at all divisions
                      during the quarter. Sales at our Blodgett division
                      increased 4.4% reflecting continued momentum of the
                      Blodgett (convee) oven and the Blodgett steam line of
                      products launched in the second quarter of 2004.

                      Sales at our Southbend division increased by 4.5% with
                      continued success of the heavy-duty range line up.

                      Middleby's March Sales increased 3.6% with increased
                      sales of service parts and refurbished ovens.

                      Net sales at Pitco increased 9.4% during the quarter
                      reflecting continued success of the Solstice Fryer
                      Platform. Pitco's strong sales in the quarter also
                      benefited from a particularly strong backlog carried
                      into the quarter associated with customer orders placed
                      in advance of the first quarter pricing increase.

                      At Middleby worldwide, our international sales and
                      distribution division, sales increased 26.1% from the
                      prior year quarter with growth in all international
                      regions. Strongest growth came from Asia which was
                      impacted by the bird flu in the prior year comparable
                      period. Strong second quarter sales at the international
                      division reflect expansion of U.S. based chains and
                      increased business with local and regional developing
                      chain concepts, including several equipment rollouts at
                      various chain customers. Gross profit increased (sic)
                      from $28.8 million to $32.8 million on higher sales
                      volumes. The gross margin rate however declined from
                      39.5% to 38.8%.

                      Higher steel costs continued to adversely impact margins
                      in the second quarter however this was offset in part by
                      the benefit of higher sales volumes and favorable sales
                      mix driven by greater international sales which carries
                      higher gross margins.

                      The gross margin rate for the quarter was also affected
                      by lower margins associated with the newly acquired
                      Nu-Vu product lines, although to a lesser extent than in
                      Q1.

                      The company is making progress integrating the Nu-Vu
                      operations which reported margin improvement in the
                      second quarter. We expect that margins will continue to
                      improve at that operation as the integration initiatives
                      are completed over the remainder of this year.

                      Selling expenses increased $400,000 to $8.8 million
                      reflecting higher selling costs on the increased sales
                      volumes. General and administrative expenses increased
                      $1.7 million to $7.5 million reflecting an increase from
                      non-cash equity-based compensation and increased
                      expenses associated with the acquired Nu-Vu business
                      operations.

                      Second quarter general and administrative expenses also
                      included higher legal costs and other professional fees
                      driven in part by the second quarter proxy vote and the
                      recently completed secondary offering.

                      Operating income increased 11.5% from $14.6 million to
                      $16.3 million reflecting the benefit of higher sales
                      volumes.

                      Interest and deferred financing costs in the second
                      quarter of 2005 were $1.7 million as compared to
                      $800,000 in the same period last year. The increase in
                      interest expense is due to higher debt balances
                      resulting from the funding of December 2004 stock
                      repurchase transaction and funding of the $12 million
                      Nu-Vu acquisition in January of '05.

                      Other expense was also $140,000 favorable to the prior
                      year quarter due to foreign exchange gains recorded
                      during the current year quarter.

                      Net income from the quarter increased $8.9 million or
                      $1.11 per share as compared to $8.3 million or 82 cents
                      per share in the prior year quarter. The increase in
                      earnings per share reflects the accretive effect of the
                      December stock repurchase transaction which resulted in
                      the reduction of the weighted average diluted shares
                      outstanding which totaled $8 million 50,000 in the
                      second quarter of 2005 versus $10 million 48,000 in the
                      prior year quarter.

                      Now turning to our balance sheet and second quarter cash
                      flows, accounts receivable, inventories and trade
                      payables increased from the prior year-end due to
                      increased sales volumes and the increased working
                      capital associated with the Nu-Vu acquisition. The
                      increase in good will from the year-end is also
                      associated with the acquisition of Nu-Vu.

                      Prepaid taxes decreased in the first half of the year by
                      $9.2 million as tax overpayments from 2004 were utilized
                      in the first half of the year which favorably benefited
                      our cash flows.

                      Accrued expenses decreased during the first half due to
                      payment of severance obligations due to the former
                      chairman, the payment of year-end rebate and incentive
                      compensation obligations during the first half of the
                      year.

                      Total debt at the end of the quarter amounted to $121.3
                      million as compared to $123.7 million at the beginning
                      of the year and $138.5 million at the end of the first
                      quarter.

                      The $17.2 million reduction in debt in the second
                      quarter reflects strong cash flows from operating
                      activity, includes the benefit from the utilization of
                      the tax overpayments carried from 2004 which amounted to
                      $5.4 million during the second quarter and $9.2 million
                      in the first half.

                      Capital expenditures amounted to $300,000 during the
                      quarter and $600,000 for the year primarily associated
                      with replacement and upgraded manufacturing equipment.
                      Depreciation amounted to $800,000 during the quarter and
                      $1.7 million during the first half of the year.

                      That's all for our prepared commentary. (Aileene), can
                      you please open the call for questions?

Operator:             At this time I would like to remind everyone if you
                      would like to ask a question please press star then the
                      number 1 on your telephone keypad. We will pause for
                      just a moment to compile a Q&A roster.

Operator:             Your first question comes from (Andy Kaplowitz) with
                      Lehman Brothers.

(Andy Kaplowitz):     Good morning, guys. Good quarter.

Tim Fitzgerald:       Hi, (Andy).

(Andy Kaplowitz):     Can you tell us what we should be thinking in terms of
                      gross margin for the remainder of the year? I know that
                      you have a new supplier contract, steel contract. What
                      should we be thinking in terms of the headwind as we go
                      into the second half? Is it going to kind of be similar
                      to what we see now, better, worse?

Tim Fitzgerald:       We expect the second quarter to be our highest margin
                      just because of the seasonality of the business so
                      you'll see third quarter be less than the second
                      quarters we've had historically.

                      The gap that we've had in the first half of the year
                      where margins have been less than the prior year, I
                      think that gap is closing. And I think we're going to
                      see the impact of steel lessen in the second half of the
                      year as steel softens. That impact will be felt more in
                      the fourth quarter than the third quarter as we'll have
                      some steel burn through in the third quarter.

                      We anticipate that at some point in the second half of
                      the year we'll recover to the margins we had last year
                      and perhaps begin to exceed them.

(Andy Kaplowitz):     Okay, that's great. So shifting gears for a second
                      you've said in the past that sort of 6% to 8% organic
                      growth is what you target and obviously you did 10% this
                      quarter. And so I'm just wondering as again for the
                      second half of the year what we should be looking at in
                      terms of organic growth. I mean obviously the food
                      equipment market is doing quite well and your
                      international sales are very, very strong. So what does
                      that all sort compute to for the second half of the
                      year?

Selim Bassoul:        (Andy), first I would like to mention the fact that our
                      industry has been historically growing 3% to 4% and we
                      believe we can exceed that rate of growth. I think 6% to
                      8% is what we see our organic growth to continue
                      growing.

                      And the reason definitely that we've seen some great
                      double-digit growth patterns in the first half of the
                      year. One, we've had pre-buying prior to the price
                      increase and specifically in our distribution channels
                      where we've had some dealers stock up on orders for
                      schools and for institutions that usually takes place in
                      the third quarter.

                      So I think most of the pre-buying occurred where our
                      dealers' network has stocked in the first quarter for
                      third quarter. We're seeing a lot of the school orders
                      in the third quarter being filled from our distribution
                      channels rather than being ordered newly. That's going
                      to impact somewhat our third quarter.

                      Next I think we're seeing also pent-up demand coming out
                      from the recession, from a lot of our customers have
                      held up on their capital expenditures and we've seen in
                      the last, I would say in the last three quarters - the
                      fourth quarter, the first quarter and the second quarter
                      of this year we've seen some pent-up demand and my
                      feeling is we're going to start seeing a more stable
                      organic growth of between 6% to 8% moving forward.

(Andy Kaplowitz):     Okay, that's great. I guess...

Selim Bassoul:        Internationally - to address the international
                      market, I think the international market we're going to
                      always see a double-digit growth. I think the
                      double-digit growth is going to be what you'll see
                      internationally. However I think that what is unusual
                      about this quarter this year is the fact that last year
                      as I always mention, the epidemics tend to hurt our
                      customer purchasing.

                      When we had the Asian Bird Flu and SARS in the past
                      we've seen the new store opening and the replacement of
                      equipment being delayed. I think comparing quarter to
                      quarter we`ve had in Asia last year at this time the
                      bird flu hit China, Thailand, Philippines, throughout
                      all Asia so we had a lot of deferrals of purchases and I
                      think the comparable figures make it a little bit more
                      distorted.

                      I think our Asian business grew up over 50% in the
                      second quarter and I don't think that's normal however
                      internationally I think we will commit to growing
                      double-digit growth moving forward but not in the 26%,
                      but more in the 10% to 12% growth.

Tim Fitzgerald:       (Andy), I'm going to add on to that a little bit. In the
                      international business that's a long-term growth rate
                      and that from quarter to quarter you're going to have
                      some volatility. This year we had favorable comparisons
                      because of the bird flu in the prior year quarter and
                      some chain rollouts favorably impacting this quarter,
                      but you're going to see that swing from, single-digits
                      to higher growth rates, such as the 26% in the current
                      quarter - and over time it's going to average out to
                      that double-digit growth rate.

                      Moving into the third quarter, we came off of favorable
                      comparisons with the bird flu, now we're dealing with in
                      the UK, what's going on there with there bombing
                      situation which could have some impact - it's a little
                      bit early to say but it could have some impact for our
                      third quarter growth rate in the UK which is one of our
                      major international markets.

(Andy Kaplowitz):     What did Europe grow in the second quarter?

Tim Fitzgerald:       Europe grew 17% in the second quarter and that was
                      driven by some chain rollouts that we had and frankly
                      those were driven in the UK. One of them was with Burger
                      King.

(Andy Kaplowitz):     Gotcha. And then in Latin America just to finish off?

Tim Fitzgerald:       Latin America was up 28%.

(Andy Kaplowitz):     Okay, great. I guess the other question I have is,
                      Selim, you've kind of mentioned in the past that you're
                      more weighted to sort of faster growing areas and so
                      even though you talk about 3% to 4% growth, you know,
                      going forward I mean I understand that, if chains are
                      growing sort of 5% to 7%, is that supportive of sort of
                      long-term growth?

Selim Bassoul:        I would say, (Andy), going back to - can you hear me now?

(Andy Kaplowitz):     Yes.

Selim Bassoul:        I think going back to what I believe the chain
                      growth would be, first if you look at the (QSR), they
                      are growing in the 2% to 3%. If you look at pizza it's
                      growing at 3% to 4%. I think the segment we're talking
                      about which is fast/casual and the fast/casual, casual
                      dining and breakfast casual is growing in double-digit
                      growth and we are a dominant player in those segments.
                      However they only account, at this moment they are still
                      less than 20% of our overall sales.

                      And as we continue growing with them, they are fast
                      growing, we see those sales growing faster. I think my
                      feeling over the chain growth would be over the next
                      three years we will double, we'll continue doubling our
                      sales to those chains. So today we are at the 10% to 15%
                      of the fast/casual, the breakfast casual; we will most
                      probably over the next three to four years double them
                      again. As they grow we'll grow with them.

                      It's not a phenomenon going from quarter to quarter. And
                      I think that I would like to emphasize a little bit
                      (Andy), what I see in the marketplace. Let's talk about
                      the pipeline of our new products.

                      In general when we introduced a new product, it takes us
                      eight to nine months to seat that product in the
                      marketplace. Some of the change might take even longer.
                      It make take up to 12 months.

                      So our feeling is as we continue developing this new
                      product, maybe your question gives me an opening to talk
                      about new products. In the past three years we
                      introduced 24 new products -- 24. They were all patented
                      platform, innovative platform, unique platform.

                      Today if you look at what we consider a new product, is
                      any product introduced over three years. After three
                      years it's no longer a new product. It falls back to our
                      normal day to day product. But the new product is any
                      product introduced in the past three years.

                      Today 25% of our sales are coming from those products.
                      So keep going back to what I just mentioned a minute
                      ago. Anything introduced a year ago, we're starting to
                      see the impact now. It takes nine to 12 months to (see)
                      the impact, to (see) those new products in the
                      marketplace.

                      What is my prediction for our pipeline going forward? I
                      think that the next three years, three to five years
                      we'll have as strong a pipeline as we've had in the past
                      three years.

                      I am very excited about our pipeline of new product and
                      they are based on three things. We're starting to see
                      major rollout that's going to take place in the first
                      quarter of '06 on energy management saving, on speed of
                      cooking and on automation.

                      Those three platforms I think even the next three to
                      five years will have an additional 24 to 25 new products
                      that are totally innovative, what I call totally
                      transformational. They are - they will change some of
                      the landscape as we continue saving money for our
                      customers as we continue speeding their cooking to allow
                      them to maybe deliver in bigger portions or to maybe
                      offer lunches faster or quicker. So I'm very excited
                      about the pipeline that we have in the next three
                      (years).

(Andy Kaplowitz):     Okay, that sounds really good. I guess, the only other
                      question that I have is how much is sort of - I mean you
                      mentioned sort of new energy product and new energy
                      efficient products. How much is replacement demand
                      because your customers want - because of high energy
                      cost, your customers want new products faster?

Selim Bassoul:        Well let's go back about replacement. We - the average
                      life of the unit for us for the Middleby Corporation
                      mirrors what the industry is. It's around eight years.

                      Today we have 400,000 units active in the field. We
                      believe that with energy management system specifically
                      starting - started mid last year, the third quarter of
                      last year we started seeing our customers highly
                      interested in energy management systems. I think cost of
                      fuel continued to go up, the utility bills continued to
                      go up. They are not being able to pass them to their
                      customers. Finally we're seeing a huge breakthrough from
                      the replacement cycle starting on energy management
                      saving, equipment, specifically on our conveyor oven.

                      We believe that that will continue strongly. In the
                      first quarter of '06 we're introducing EMS II which is
                      another platform that will take the saving by another
                      30% from EMS I. If you have not had any EMS I, it's 60%
                      savings. So the dollars are substantial in saving. So
                      we're very excited about the introduction of that
                      platform that's coming in the first quarter of '06.

(Andy Kaplowitz):     Okay that's great. Then thanks very much guys. I'll get
                      back in the queue.

Tim Fitzgerald:       Thanks (Andy).

Operator:             Your next question comes from (Richard Rossi) with
                      Morgan Joseph.

(Richard Rossi):      Good morning everybody.

Tim Fitzgerald:       Hi (Rich). How are you?

(Richard Rossi):      Okay. One thing, currency impact in the quarter with
                      those international sales, just an idea of what it was?

Tim Fitzgerald:       It would not have been material.

(Richard Rossi)       Okay, so the sales were all real volume sales, the sale
                      virtually (off)?

Tim Fitzgerald:       Yes, yes.

(Richard Rossi):      Now in terms of steel, you had the contract last - give
                      us an update on where you stand in terms of how you're
                      buying steel, under contract in spot price, et cetera?

Tim Fitzgerald:       Right. Yes, (Rich), we had a steel contract that ran
                      through June of this year. Usually we lock in for a
                      one-year period. But this year we sensed that steel
                      might soften in the second half. So that contract ended
                      at the end of June. So we're floating right now. We're
                      evaluating right now whether we're going to lock in for
                      a three or six month period right now. But right now
                      we're floating.

(Richard Rossi):      Yes, you're in good shape going forward I would suspect.

Tim Fitzgerald:       Steel increased for us, roughly 35% in January versus
                      where we were last year. And then where we see pricing
                      right now is that we've probably picked between 5% and
                      maybe 10% of that increase is starting to come back.
                      It's something north of 5 and less than 10.

(Richard Rossi):      Also, in terms of your goals related to debt reduction,
                      et cetera, could you update us on what your current
                      thinking is as far as this year and next year?

Tim Fitzgerald:       Well obviously we're very focused on debt reduction.
                      That's going to continue to be the theme. We would
                      expect that our debt levels would be approaching 100
                      million toward the end of the year. That would be our
                      objective. So we'll continue to drive down debt in
                      absence of other investment opportunities. We'll
                      continue to look for tuck in acquisitions like the NuVu
                      opportunity. So absent other acquisitions, we will
                      continue to just drive down debt.

(Richard Rossi):      Okay. And I'm sorry, but I missed Selim's comment when
                      you were talking about the major roll out near term.
                      What was - could you go back and - it's my fault but I
                      missed that. What have we got rolling out for the end of
                      this year? You talked about three platforms?

Selim Bassoul:        (Rich), which rollout you're talking about, our new
                      product?

(Richard Rossi):      Yes, new product going forward right. Yes, this year.

Selim Bassoul:        New product going forward this year, I think we have new
                      convection ovens coming on. So I think we have new
                      baking oven coming up with a new platform of baking
                      oven. We have new fryers. So across all the divisions I
                      think we have - we probably have a new steamer which is
                      - which has been a good thing for us. We've introduced a
                      few years ago, a no boiler, boiler-less steamer. Now
                      we're introducing in a gas unit. So it will be electric
                      and gas which our customer have been asking us to
                      introduce.

                      So we have a bunch of new products going out this year.
                      Then in the first quarter of next year and the one after
                      I think we have some fascinating products coming on.
                      We've been talking about it which is the higher speed
                      oven and energy management, just the two which would be
                      in the first quarter of '06. So that gives you a little
                      bit of background where we're going.

(Richard Rossi):      Okay, all right.

Selim Bassoul:        Convection oven, more fryers, a unique steamer platform
                      coming up from us. And I think that's what we have.

(Richard Rossi):      All right, obviously you've been very successful with
                      the pipeline of new products and it's good to hear more
                      going forward.

                      Just to help bear in my mind, how do you define a new
                      product? I mean I can't imagine that all these new
                      products are designed from scratch? I mean do you take
                      the base of a product you already have and then add
                      something, change something so that it - it's function
                      is improved, it's efficiencies are improved or do you go
                      to the drawing board and start from scratch? I guess you
                      do both but...

Selim Bassoul:        Hello, (Rich)? I'm going to answer it in three ways. Our
                      R&D falls into three categories, what I call disruptive
                      design. The disruptive design is what I call a shakeup.
                      They shake up conventional product categories and a
                      (strategic) point in transformation. (Bala), I'm going
                      to give you an example.

                      The conveyor oven, when we introduced the conveyor oven
                      20 plus years ago, everybody used to use a deck oven to
                      cook a pizza.

(Richard Rossi):      Right.

Selim Bassoul:        Then we changed that and became a disruptive design. My
                      belief is disruptive designs happened for Middleby once
                      every three years. Solstice platform was at the
                      (softest) design okay? So that's becomes one.

                      Number two, we do what I call brand extension which we
                      add - we design terrific features that really win big in
                      the marketplace, features that make the users feel good.
                      I'm going to give you an example. (Ala) platinum where
                      we have a non-clock burner on our ranges and waterproof
                      control. While they do not save a lot of money directly
                      to the customer, they are not measurable savings. They
                      are truly makes - the economics makes the customer feel
                      good. It's easy features. It's like adding your CD to a
                      car now or a cassette or radio.

(Richard Rossi):      Right.

Selim Bassoul:        We have a lot of those. I think our brand extension
                      makes us unique. We work with our customer, work closely
                      with them to do a lot of features that really change the
                      rule. Those features, many of them are innovative and
                      patented.

                      The last one which I think Middleby has done a great
                      thing with is what I call catalyst design, product that
                      delivers measurable values to the bottom line of our
                      customers. This is where we've been hitting the energy
                      savings, the speed of cooking because it allows them now
                      to do more pizzas or more sandwiches in a faster time.
                      It allows them now to deliver in a bigger ranges,
                      delivery ranges.

                      So going back I would say next year we'll have a
                      (disruptive) design. We'll have one product will be
                      (disruptive) design in '06. This year and next year
                      we'll have plenty of brand extension and catalyst
                      designs.

                      So I don't know if that...

(Richard Rossi):      No, that helps a lot. That helps a lot. Thank you.

Selim Bassoul:        Okay. So if I look at the 24 products that we introduced
                      in the last three years, I would say two of them, two
                      platforms were (disruptive) okay, major disruption --
                      the Solstice platform and the (Excel) oven. We did a lot
                      of brand extension and catalyst design.

                      I think if you look in the next three years we'll have -
                      I would say I'm looking at four disruptive design in the
                      next three years, four disruptive. I've seen them. You
                      have not yet. Some of our customers had a chance to see
                      some of those disruptive designs. They look good. I'm
                      excited to say the least.

                      So I think we doubled our product into the disruptive
                      design area going in the next three years. I think
                      disruptive design brings a lot of margins. They have
                      high margins because they change the rules -- totally
                      changing the rule. And we'll achieve (strategic) market
                      transformation.

(Richard Rossi):      All right. That's very helpful. Thanks very much.

Operator:             Again, if you would like to ask a question, please press
                      star then the number 1 on your telephone keypad. We will
                      pause for just a moment.

                      You have a follow-up question from (Andy Kaplowitz) with
                      Lehman Brothers.

(Andy Kaplowitz):     Hey guys again, can you talk about sort of your future
                      pricing strategy? Obviously you raised prices in early
                      January and you know effective later in the quarter.
                      What's sort of the strategy going forward and maybe
                      through next year?

Selim Bassoul:        (Andy) this is Selim again. In the past, our price
                      increases have been around 1%. If you look at our price
                      increase, they have really accounted for 1%.

                      This year because of sales price decrease, we've been
                      able to pass along a little bit more than that in the
                      3%. But as steel prices start going back and
                      stabilizing, our pricing strategy is not to go out and
                      put price increases. We don't believe in that. I don't
                      believe in price increases. What I believe on in adding
                      features and design and (disruption) that allow us to
                      add significant margin to a new design where it provides
                      value to the customer.

                      So we're not going to - you're not going to see us
                      putting 3% out in the marketplace next year. We'll go
                      back most probably to the 1%. But we are more interested
                      in when we introduce a new product where the customer
                      sees value in it to charge, to provide margin. They make
                      money, we make money.

                      So our philosophy in pricing is mostly designed on R&D.
                      Our engineers understand that they have to develop
                      patented technology that have applications to our
                      customer to where we can charge more.

                      For example, when we introduced the new speed oven it
                      has significant value to our customer. So it allows
                      them, - we allow us now to price it a lot more. Plus it
                      allows them to save on training. It allows them to save
                      on energy. It allows them to save so we can price more.

                      But going back to anybody building a business model on
                      Middleby, our price increases are limited to usually 1%
                      to 1-1/2% at most unless we have something like steel
                      that hits us so quickly so fast we have to react to it.
                      Even though we didn't pass all the steel increase to our
                      customer we have to go back and do some efficiencies in
                      our plants to mitigate the margin erosion from steel.

                      So I don't know if I'm answering that question (Andy)
                      (unintelligible).

(Andy Kaplowitz):     No I think that makes a lot of sense. Can we
                      talk about the Nu-Vu acquisition a little bit more? In
                      terms of you mentioned the integration is going well so
                      how much - I mean maybe you can tell me how much cost
                      you've been able to take out of the business or you can
                      tell me can Nu-Vu get to the margins that the overall
                      company has? Or is there sort of a goal that you have to
                      get it to?

Tim Fitzgerald:       I think it can get to the margins that the overall
                      company has. That's the objective so I think by the end
                      of next year, it'll be consistent with other product
                      lines. We won't be talking about Nu-Vu margins
                      detracting from, from the overall.

                      There was improvement in the margins from - in the
                      second quarter versus the first quarter and there - some
                      of the operating initiatives that we started with we've
                      closed an outside plant and we're in process completing
                      a re-layout of the factory which is going to drive some
                      manufacturing efficiencies.

                      So I think we're going to as that process is completed
                      we're going to - we expect that we're going to pick up
                      gradually as the year progresses and into next year.

(Andy Kaplowitz):     Okay great. You might have mentioned this before so
                      forgive me but is the underlying growth rate on Nu-Vu
                      the same as the business or is it higher than the
                      overall business?

Selim Bassoul:        I'm going to answer that (Andy). The growth rate of
                      Nu-Vu is still basically for us new to us in a sense of
                      we're introducing a bunch of platform. Remember most of
                      their business through Subway and what we try to do is
                      now since the acquisition has taken the non-Subway
                      business and we've added a lot of features into the
                      Nu-Vu pipeline to take the expertise they've had in the
                      baking bread outside.

                      So we expect our business to grow significantly. I think
                      the - this year we have not been focused on growing the
                      pipeline at all at Nu-Vu. What we've been focusing on is
                      to take the margin from the low 20% and bring it within
                      a matter of 24 months or less bring it to the margin of
                      Middleby which we're committed to without an erosional
                      sale.

                      But would like to see the sale sort of remain, you know,
                      the gross to be in the 3% to 4% but would like the
                      margin to go from 20% to the mid-30's which we are
                      committed to and my management team is committed to to
                      take it to that level by the fourth quarter of '06. So
                      that's a significant margin improvement for us.

(Andy Kaplowitz):     Again that makes a lot of sense. Thanks (unintelligible).

Selim Bassoul:        Yes.

Operator:             Your next question comes from (Robert Frost) with UBS
                      Financial Services.

(Robert Frost):       (unintelligible) good morning Selim and (Tim). The
                      questions I have relate to R&D since that's seems to be
                      a focal point of a lot of the questions.

                      Within the fast food industry Selim there is a lot of
                      pressure being put on in terms of improving nutritional
                      value of the foods served. Is there anything in the R&D
                      area you're doing now that might lend to that?

Selim Bassoul:        Yes I think a lot of the research we've seen is really
                      improving the food (unintelligible). A lot of things
                      we're seeing is we're seeing a lot of our customers
                      using our conveyor oven to basically use conveyor oven
                      to bake stuff that use less oils or less starch. So
                      we're starting to see this momentum.

                      It's not in full swing yet. We saw the low carb diets
                      which increased our sales of our convection oven
                      griddle. But at the same time United States have - it's
                      a unique phenomenon. While the low carb diets and the
                      Atkins and South Beach diet was in full swing the
                      increase of people buying breads and crescent and muffin
                      was going at the same time.

                      So I would say it's very difficult. At the same time our
                      fryer sales around the world have been going on. I
                      believe that it is not one phenomenon that seems to be
                      frankly people like to eat and I think you're going to
                      have hard time limiting people to eat one day its finger
                      foods, the next day its chicken wings, while a certain
                      part of the population is going to say well I want a low
                      carb diet.

                      So I think as long as we watch those trends and we
                      capitalize on them. We saw the low carb diet early on
                      and we worked with our customer to fill their needs as
                      they needed griddle or steamers or convection oven with
                      those customers that wanted to add that type of offering
                      to their existing menus.

                      I would say the biggest phenomenon more than the food
                      health stuff which mostly is being driven by food
                      processing companies and food suppliers, what affects
                      our business is something unique, it's called
                      co-branding. The co-branding is taking one existing
                      restaurant and putting two concepts under one roof. And
                      that's driven by one of our major customers called Yum!.

                      I see this as the major revolution that's going to take
                      place in the food service industry in my opinion. I've
                      seen it at work because I've been visiting many of those
                      sites where Yum! has been able to put the Taco Bell, KFC
                      and the customers love it. It gives them the choice and
                      I think the co-branding will do to the restaurant
                      business what 30 years ago the drive-thru did to the
                      restaurant business to the fast food.

                      I think co-branding is a major force, we've been at it
                      with Yum!, we've learned a lot from co-branding and I
                      think that we're well positioned as Yum! continues to go
                      after the co-branding and as other customers of ours
                      embrace the co-branding the supplier of choice is
                      Middleby. I think we've done a lot of learning through
                      that process.

                      I've put a lot of research to learn how does the
                      co-branding work, what type of equipment is required,
                      what type of ventilation, what sits next to what and I
                      think we've learned a lot. I think Yum! through the
                      process spent a lot of years breaking the code and I
                      think they did. I think they just - they've been at it
                      for the last three to four years trying to break that
                      code and I believe that is the future of one of the
                      major items that will affect the restaurant business
                      worldwide.

                      I think Middleby is greatly positioned to take advantage
                      of that because we've been working with Yum! and Dunkin
                      Donuts as Dunkin Donuts put in the Togo's and Dunkin
                      Donuts together. They've learned a lot about the
                      complexity of putting two assembly plants in one kitchen
                      without breaking too much walls, without doing anything.
                      That's, I think, the big phenomenon that's we are very
                      excited about.

(Robert Frost):       Selim in the same vein and you've alluded to it
                      and maybe even advanced into question but I think its
                      worth raising. We've seen a proliferation of new
                      products particularly in fast food restaurants, you
                      know, coming along. How has this impacted your business
                      and how you stay on top of it? And in fact are you part
                      of the development of new products in terms of providing
                      equipment to produce them?

Selim Bassoul:        Yes I think (Bob) that's a great question. In fact, we
                      many times drive some of those changes with our
                      customers. We work with our customers closely. You look
                      at Pizza Hut adding Wing Street to them in their stores,
                      in some of their stores and we've been right there with
                      working with them in putting the fryers.

                      Think of Pizza Hut, Pizza Hut had not had fryers before;
                      they've not had their people trained on oil. You know,
                      changes and whatever on the fryer or dealing with fried
                      foods. So we had to develop unique fryers that allows
                      them to minimize the training required and keep the
                      safety of their employees to working with them given
                      their very, very stringent requirements.

                      We basically developed a unique product that allows them
                      to introduce Wing Street very quickly in Pizza Hut. That
                      concept has now been very successful for them and for us
                      and its now in just - it just got introduced last year
                      in the first quarter of '04.

                      There is a lot of menu changes taking place in United
                      States. People always tinker with menu and I always joke
                      when things are harder people tinker even more with menu
                      changes. Because when they are not doing as well they
                      want to basically do more menu changes. Every menu
                      change usually requires a piece of equipment to be added
                      in cooking.

                      Maybe it doesn't require more of the refrigeration or
                      food preparation but when it comes to cooking, you know,
                      you can't if you have a convection oven and you decide
                      to griddle something you need a griddle or a
                      charbroiled. So or if you have a fryer and you need
                      steam you need a steamer. You can't - not a lot of
                      pieces are as versatile as they are when you make menu
                      changes.

                      So menu changes today is a big driver for our business.

(Robert Frost):       Great.

Selim Bassoul:        We see it not only in the quick serve but we see it also
                      in casual dining, fast casual.

(Robert Frost):       Thanks Selim.

Selim Bassoul:        Thank you (Bob).

Operator:             Your next question comes from (James Clement) with
                      (Sidoti).

(James Clement):      Morning gentlemen.

Tim Fitzgerald:       Hey (Jamie) how are you?

(James Clement):      Good, good. My top list of 35 questions has already been
                      asked and answered so I'll just have one quick one
                      Selim. In the past you guys have talked a little bit
                      about restaurant trend drivers domestically that you're
                      seeing and I know you just mentioned co-branding and
                      Yum!. When you look outside of the United States I guess
                      the A part of the question would be, are there any
                      unique trends outside of North America that you see
                      developing?

                      And B, the second question would be with regards to
                      international, you know, as that becomes an increasingly
                      larger piece of your business as the decade progresses
                      from a managerial and, you know, perhaps service
                      customer service standpoint do you feel you're
                      adequately staffed at this point for that kind of
                      growth?

Selim Bassoul:        Well let me answer the first question first. The first
                      question is the trend that I see internationally is
                      simple; I see a lot of our U.S. chains going
                      internationally and I always give the example of my
                      sister in Beirut, Lebanon. She always likes to go to
                      Chili's. It's easy, it's fun, it's always full. So even
                      in Beirut, Lebanon there is a Chili's. So even then I
                      think casual dining is all over the world and its
                      growing.

                      As well as the quick serve and I believe the next trend
                      will be the fast casual. But another phenomenon which is
                      interesting for us because we have a unique
                      infrastructure internationally. For the past ten years
                      we've put a lot of effort in emerging markets and we're
                      seeing in those markets where there is a growing
                      population as well as people eating out where the level
                      of the middle class is rising.

                      Let's address them. China, India specifically where
                      we've made huge investments as this company over the
                      years in training people in resource and selecting the
                      right element and putting the right officers, the right
                      labs, the right test kitchen. What we see there is we
                      see regional chains growing.

                      We see that in Central America, we see in Asia a chain
                      called (Jollibee). (Jollibee) is we are a major supplier
                      to (Jollibee) out of Philippine. (Jollibee) is growing
                      in China, they are growing in Malaysia with - it's a
                      burger chain. They have I think 800 stores in Asia. You
                      look at (Stella) Pizza in Spain, you look at (Palo
                      Comparo) in Latin America and you start seeing regional
                      and local chains that need the training.

                      They don't have the lab testing, they don't have the
                      power of the Pizza Hut as they franchise in neighboring
                      countries. Of course they are not looking at dominating
                      the world but they are looking at going from 50 stores
                      to 300 stores and they turn to the Middleby Corporation
                      for those training and those outsourcing of menus and
                      whatever.

                      Now let's talk about the infrastructure we have. To date
                      our international operation is an important part of our
                      business. It represents approximately 20% of our sales.
                      Most important it's an important part of our future. We
                      are truly unique in our international footprint. What
                      we've done is we've put our own sales and - first of all
                      we can sell and service in over 100 countries. You know,
                      that's unique.

                      We also have our own direct service in countries where
                      there's not a good third party. Where we went to China
                      and we have our own sales and service in China. We have
                      our own sales and service in Mexico. We have our own
                      sales and service in Korea, India, Taiwan, Spain, U.K.,
                      Middle East now. Where we see emerging trends where
                      people are eating out more and more, where dual incomes
                      is taking place and we're there to service our customer
                      whether its U.S. chain taking a venture.

                      We just in the past few years invested in what I call
                      regional labs, test kitchen where our customers can come
                      in and train their employees or they can come in and
                      look at our equipment and or do menu changes. That makes
                      us unique than everybody else.

                      Now this year we'll be investing in Eastern Europe.
                      We're in the process of training our staff to open up
                      Eastern Europe for us with the same thing, sales and
                      service. As our customers go overseas we go with them
                      and when they trench from the market we retrenched.

                      I remember a few years back most of our customer
                      retrenched from France because France went to that 35
                      hour week and they couldn't make money. They could not.
                      It killed them. And when they left France we left with
                      them. So we're very adaptable and we took those people
                      (unintelligible) and dispersed them somewhere else.

                      So we have a great infrastructure and we continue
                      training our people in the U.K. We have when we bought
                      Blodgett we inherited a great distribution channel in
                      the U.K. and been very good for us. And so I feel very
                      good about infrastructure and we continue adding to it.
                      I think our investment internationally is going to be
                      very good. I believe within the next five years that our
                      international operation will be a third a more of our
                      business.

Selim Bassoul:        Thanks (Jamie).

Operator:             Your next question comes from (Tony Brenner) with (Roth
                      Capital Partners).

(Tony Brenner):       Thank you. My question regards new products also. My
                      impression is that unlike in some previous years where
                      many of your new product introductions were in expansion
                      into new market segments or new product segments, more
                      recently a large proportion of those new product
                      introductions involved new features such as energy
                      saving, waterproof controls, and so on, which in effect
                      makes at least a large portion of these sales
                      replacement sales. And therefore they're sort of
                      discretionary. The buyer decides that the cost savings
                      is compelling from an economic standpoint.

                      And this change is occurring. The change in mix of new
                      products at a point in time, it seems to me, where
                      restaurant companies are becoming cautious with respect
                      to their sales outlook, consumers are being squeezed
                      from a macroeconomic perspective. And I'm wondering what
                      kind of pushback you're getting in that buying decision
                      from your large customers.

Selim Bassoul:        (Tony) I would say - at this moment our customers are
                      looking for speed of cooking, they are looking for more
                      ways to save money. I think there is a lot of many ways.
                      I am very comfortable that the 24, or 25 products that
                      are going to be introduced in the next 3, 3-1/2 years,
                      will have as many disruptive - as I mentioned there
                      would be four disruptive, totally disruptive designs.

                      I think as we continue brand expansion - give you an
                      example. The product we're introducing in September
                      which is a gas steamer, while it has no boiler, our
                      customers say, "We've always had an electrical steamer."
                      They say well, "Can you introduce us a gas steamer in
                      the same concept where there's no boiler in it but it's
                      gas."

                      We're working on those type of technology where it's
                      really, because gas is cheaper than electrical, it gains
                      what I call a "catalyst design," because it will deliver
                      measurable values to the bottom line of our customers.

                      We're very comfortable as we continue funding the R&D.
                      Our customers are coming to us with additional things.
                      For example, automation - many of our customers saying,
                      "(Unintelligible) we would like you to automate more
                      than just the pizza." And now we automated the seafood
                      with Red Lobster, where our conveyor oven is used
                      exclusively there.

                      What you would like to do is basically take that
                      automation off, that principal off, converyorization off
                      cooking and take it into the steaks, into the burgers,
                      into the chicken, take it into toasting, the rapid
                      toasting. So we have a lot of unique technology
                      application that we see that.

                      I see self-cleaning is another thing that our customers
                      say, "(Unintelligible) you made it easier for us
                      (Unintelligible) to have us wash. Your equipment is
                      waterproof now. We would like you now to make it
                      self-cleaning." That's the next frontier for us. How do
                      you make it self-cleaning at a very affordable rate
                      where it's not, you take a range or a convection oven
                      and finally you take that convection oven that cost five
                      grand and now you say, "Well I gave you a self-cleaning
                      module to it and it cost ten grand."

                      What we're looking at it is to make it affordable to our
                      customer but we make huge margin on that cleaning
                      module. So the next ones here would be automation,
                      self-cleaning, applications in steam where we're not
                      even a player, we'd like to do that, we'd like to look
                      at steam.

                      We'd like to also look at holding and warming where
                      we're not a major player in that business. And there are
                      some niche businesses where through maybe strategic
                      acquisition would like to go after and...

(Tony Brenner):       So wait a minute, are you suggesting then that once that
                      caution gets to the point where the rate of expansion
                      actually slows in the industry that it doesn't really
                      have an effect on you?

Selim Bassoul:        No I'm saying if, yes, of course. If the demand slows in
                      the industry people aren't going to buy. I think what
                      I've always said that if the industry slows down, we're
                      going to slow down. I think we're related to the
                      industry. We're not - maybe when we introduce some
                      disruptive design maybe we can box the trend.

                      But the stuff we design and introduce that's one
                      division, and one division alone can pull the whole
                      company. We're large enough now that we can't rely on
                      one design that's minimally marginal to carry the whole
                      company through.

                      Or a disruptive design at a larger - what I'm saying is
                      that we will commit to the industry. And I think that's
                      what I've always committed. We will commit to the
                      industry is a fact that we will take the growth of the
                      industry, whatever that growth is, and we'll double it.

                      So my feeling is the industry right now is growing at 3
                      to 4%. It's always grown at 3 to 4% in general. Except,
                      in my opinion the last 15 years we've had - in 15 years
                      we've had maybe a couple of years where the industry
                      grew negatively.

                      And when it grew negatively, we still grew 2 to 3%. It
                      was in 2001, 2002, and I think those are the years of
                      September 11, mad cow disease, recession in United
                      States, bird flu, SARS. I'm going to give maybe a better
                      - to answer your question, I'm going to answer it
                      differently (Tony).

                      I think we're going to most probably see a growth for
                      us. We're more comfortable in a growth of 6 to 8% on the
                      top line. I'm committed in the next three years to hit
                      our margins, to continue growing our margins.

                      Today our margins are in the high 30s. I would like in
                      the next three years to go beyond 40%.

(Tony Brenner):       Fair enough.

Selim Bassoul:        That's a challenge I want. And I want to make sure that
                      we increase our cash flow significantly to pay down the
                      debt unless there is a great strategic acquisition that
                      makes sense for us to acquire.

                      But we would like to increase our cash flow
                      significantly to continue driving down the debt; would
                      like to increase our gross margin to over 40%, and would
                      like our operating company to exceed - we are today in
                      the 18%, to exceed 20%.

                      And the top line growth we should be in the 6 to 8%. And
                      we should focus beyond that on making sure that we
                      continue managing the margins.

                      The other thing I want to be very careful, as we
                      introduce disruptive designs, I want to make sure that
                      we don't get - we get our customers coming to us saying,
                      "(Unintelligible) I love that design. I love that
                      technology. I'm willing to place an order for 1,000
                      units. But what about if you gave me 20% discount?"

                      Our issue is not to give up any dollars on anything.
                      It's not every year we can come up with a disruptive
                      design. So I've challenged my selling organization to
                      make sure that even if the sale - we can sell 1,000
                      units a year, I would rather sell hundreds but at a much
                      higher margin. Because once you give a chain a price
                      it's hard to raise them up.

                      So I want to make sure when we introduce the disruptive
                      design that we get the full margin of our R&D
                      incorporated and not be lured by a quick, big order or
                      whatever. So we want to focus on the margin; more
                      important than getting the rush orders that raises our
                      top line and end up stuck with that price.

(Tony Brenner):       Thank you (Unintelligible). Thank you.

Selim Bassoul:        Thank you.

Operator:             At this time sir there are no further questions.

Tim Fitzgerald::      Okay, thanks (Eileen). Thanks everybody for joining us
                      in today's conference call. And we look forward to
                      speaking with everyone next quarter.

Operator:             Ladies and gentlemen this concludes today's Middleby
                      Corporation Second Quarter Earnings conference call. You
                      may now disconnect.

                                      END