Exhibit 10(A)

                                 AMENDMENT NO. 3
                                       TO
                    EMPLOYMENT AGREEMENT OF SELIM A. BASSOUL

      This Amendment No. 3 is made this 27th day of May, 2004, by and among THE
MIDDLEBY CORPORATION, a Delaware corporation ("TMC"), MIDDLEBY MARSHALL INC., a
Delaware corporation, (collectively the "Employer") and SELIM A. BASSOUL
("Employee").

                                    RECITALS

A. Employer and Employee are parties to that certain Employment Agreement dated
as of May 16, 2002, and as amended from time to time thereafter (the "Employment
Agreement").

B. Employer and Employee wish to amend the Employment Agreement to make certain
changes to Employee's compensation.

                                    AGREEMENT

      NOW THEREFORE the parties agree as follows:

1. Section 4 of the Employment Agreement is hereby amended by adding to the end
thereof the following new subsection (f):

      "(f) 2005 Bonus. Notwithstanding anything contained in this Agreement to
      the contrary, in the event that for any reason whatsoever other than (i)
      termination of Employee's employment for "Cause", as defined below, or
      (ii) voluntary resignation by Employee prior to January 4, 2005, Employer
      does not offer, on or before February 1, 2005, to extend the term of this
      Agreement, or that an extension is offered and Employee does not accept
      such offer on or before February 1, 2005, then, in addition to all other
      amounts payable to Employee hereunder, Employer shall pay to Employee, not
      later than February 15, 2005, the sum of $1,100,000.

2. This Amendment No. 3 is effective as of the date hereof.

3. Except as above amended, the Employment Agreement shall remain in full force
and effect.

THE MIDDLEBY CORPORATION                                SELIM A. BASSOUL
        AND
MIDDLEBY MARSHALL INC.


By: /s/ William F. Whitman, Jr.                         /s/ Selim A. Bassoul
    --------------------------------                    --------------------
    Chairman of the Board

      IN WITNESS WHEREOF the parties hereto have executed this instrument on the
day and year first above stated.