<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5353640ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

NASDAQ            THE NASDAQ STOCK MARKET
                  9600 BLACKWELL ROAD
                  ROCKVILLE, MD 20850




By Electronic Mail to: TFitzgerald@Middleby.com
-----------------------------------------------


March 12, 2007

Mr. Timothy J. FitzGerald
Vice President & Chief Financial Officer
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120

Re: The Middleby Corporation (the "Company")

Dear Mr. FitzGerald:

On March 9, 2007, the Company notified Staff that in May 2006 it inadvertently
issued options (the "Option Grants") to purchase 3,500 shares of the Company's
common stock to its outside directors. Such issuance required shareholder
approval under Marketplace Rule 4350(i)(1)(A) (the "Rule").1 However, since
discovering that the Option Grants violated the Rule, the Company, on its own
initiative, immediately rescinded the Options Grants. Accordingly, Staff has
determined that, subject to the disclosure requirements discussed below, the
Company has regained compliance with the Rule, and this matter is now closed.

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but
no later than four business days from the receipt of this letter, make a public
announcement through the news media which discloses receipt of this letter and
the Nasdaq rules upon which it is based.2 The Company must provide a copy of
this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications
Department, and the Listing Qualifications Hearings Department (the "Hearings
Department") at least




----------
1 Pursuant to Marketplace Rule 4350(i)(1)(A), each issuer shall require
shareholder approval when a stock option or purchase plan is to be established
or materially amended or other equity compensation arrangement made or
materially amended, pursuant to which options or stock may be acquired by
officers, directors, employees, or consultants...
2 Nasdaq cannot render advice to the Company with respect to the format or
content of the public announcement. The following is provided only as a guide
that should be modified following consultation with securities counsel: the
Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF
DEFICIENCY LETTER) indicating that the Company fails to comply with the
(STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES,
etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)___.

<PAGE>

Mr. Timothy J. FitzGerald
March 12, 2007
Page 2

10 minutes prior to its public dissemination.3 For your convenience, we have
enclosed a list of news services.4

In the event the Company does not make the required public announcement, Nasdaq
will halt trading in its securities.

Please be advised that Marketplace Rule 4803(a) does not relieve the Company of
its disclosure obligation under the federal securities laws. In that regard,
Item 3.01 of Form 8-K requires disclosure of the receipt of this notification
within four business days.5 Accordingly, the Company should consult with counsel
regarding its disclosure and other obligations mandated by law.

If you have any questions, please contact Wayne Bush, Lead Analyst, at (301)
978-8034.

Sincerely,


/s/ Stanley Higgins
-----------------------------
Stanley Higgins
Associate Director
Nasdaq Listing Qualifications




----------
3 This notice should be provided to the attention of Nasdaq's MarketWatch
Department (telephone: 301/978-8500; facsimile: 301/978-8510), and to Nasdaq's
Listing Qualifications Department (facsimile: 301/978-4028) and the Hearings
Department (telephone: 301/978-8071; facsimile: 301/978-8080), 9600 Blackwell
Road, Rockville, Maryland 20850.
4 The Company must ensure that the full text of the required announcement is
disseminated publicly. The Company has not satisfied this requirement if the
announcement is published as a headline only or if the news service determines
not to publish the full text of the story.
5 See, SEC Release No. 34-49424.

<PAGE>

                               News Services List


 Dow Jones News Wire Spot     Bloomberg Business News    PR Newswire
 News                         Newsroom                   810 7th Avenue, 35th Fl
 Harborside Financial Center  P.O. Box 888               New York, NY 10019
 600 Plaza Two                400 College Road East      (800) 832-5522
 Jersey City, NJ 07311-3992   Princeton, NJ 08540-0888   (800) 793-9313 FAX
 (201) 938-5400               (609) 750-4500
 (201) 938-5600 FAX           (609) 897-8394 FAX
                              (800) 444-2090
                              Email: release@Bloomberg.net

 Businesswire                 Reuters                    MarketWire
 44 Montgomery Street         Corporate News Desk        5757 West Century Blvd.
 39th Floor                   3 Times Square             2nd Floor
 San Francisco, CA 94104      New York, NY 10036         Los Angeles, CA 90045
 (415) 986-4422               (646) 223-6000             (800) 774-9473
 (415) 788-5335 FAX           (646) 223-6001 FAX         (310) 846-3701 FAX
</TEXT>
</DOCUMENT>
