8-K

   1






                     U.S. 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) April 27, 1998


                          MORTON INDUSTRIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


         Georgia                     0-13198                    38-0811650
- --------------------------------------------------------------------------------
State or other jurisdiction of     (Commission               (I.R.S. Employer
incorporation or organization       File Number)            Identification No.)


1021 West Birchwood, Morton, Illinois                             61550
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip Code)


(Registrant's telephone number, including area code  309-266-7176
                                                     -------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

   2


ITEM 5.  OTHER EVENTS

         On April 27, 1998, Morton Industrial Group, Inc. (the "Company")
announced that it had entered into a Stock Purchase Agreement with the owners of
Mid-Central Plastics, Inc., a West Des Moines, Iowa, supplier of injection
molded custom plastic components for manufacturers of agricultural equipment,
recreational equipment, appliances, HVAC systems, and furniture. Subject to its
completion of due diligence, Hart-Scott-Rodino clearance, receipt of a
satisfactory financing commitment, and other conditions to closing, the Company
plans to close the acquisition of all of the capital stock of Mid-Central
Plastics, Inc., at or before the end of its second quarter,


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         Exhibit 99.1 Press release dated April 27, 1998.







                                    - 2 -

   3


                                   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.

                                            MORTON INDUSTRIAL GROUP, INC.

                                               (Registrant)

Date:  May 8, 1998                          By:    /S/Daryl R. Lindemann
                                                   ------------------------
                                                   Daryl R. Lindemann
                                                   Vice President Finance,
                                                   Secretary, and Treasurer






                                    - 3 -


   4






                                  EXHIBIT INDEX



EXHIBIT NO.                                 DESCRIPTION.
- -----------                                 -----------
  99.1                                      Press release dated April 27, 1998.













                                    - 4 -

EX-99.1

   1



                                                                    EXHIBIT 99.1



       MORTON INDUSTRIAL GROUP, INC. TO ACQUIRE MID-CENTRAL PLASTICS, INC.


MORTON, IL - APRIL 27, 1998 - Morton Industrial Group, Inc. (OTC BB:MGRP) today
announced that it has entered into an agreement to acquire Mid-Central Plastics,
Inc., a privately held company based in West Des Moines, Iowa.

Mid-Central Plastics, Inc., which is ISO 9002 registered, specializes in highly
engineered products utilizing state-of-the-art injection molding technology.
Injection molded parts represent a large percentage of composite material used
by Construction, Agricultural, and Industrial Manufacturing Equipment
Manufacturers.

William D. Morton, Chairman, President and Chief Executive Officer of Morton
Industrial Group, Inc., stated: "We are pleased to welcome our colleagues at
Mid-Central Plastics, Inc. as members of our Morton Industrial Group family. We
believe that the addition of Mid-Central Plastics, Inc., along with our recent
acquisition of Carroll George Inc., to the Morton Industrial Group continues the
development of our Contract Plastics Division and demonstrates our commitment to
becoming a serious player in the plastic-based components market."

Morton Industrial Group, Inc. ("Morton" or the "Company") today owns Morton
Metalcraft Co., a supplier of high-quality fabricated sheet metal components and
subassemblies for the off-highway construction, agricultural and industrial
equipment markets. Its annual revenues are approximately $125 million. It
provides large original equipment manufacturers (OEMs) with a wide range of
services including design, prototype fabrication, precision tool making and
fabrication of component parts. Additional services provided by Morton include
welding, painting, subassembly, packaging, warehousing and just-in-time delivery
to customers' production lines. Over a five-year period, from 1993 to 1997,
Morton's sales have grown at an average annual compounded rate of approximately
25 percent. The Company recently acquired B&W Metal Fabricators, Inc., a
regional supplier of metal fabrication services, to expand its sheet metal
fabrication capacity in the Southeast, and Carroll George Inc. a leading value
added Vacuum Former, supplying composite structures and plastic-based parts,
assemblies and components to the Construction, Agricultural, and Industrial
Manufacturing Equipment Manufacturers.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This press release contains forward looking statements (within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934), including, but not limited to, statements related to
Morton's beliefs, expectations, or intentions. These statements involve risk and
uncertainties that may cause Morton's actual results to differ significantly
from those expected, suggested, or projected. Factors that could contribute to
such differences include, but are not limited to, competition with other
fabricators; the risks associated with Morton's acquisition strategy, including
unanticipated problems, difficulties in integrating acquired businesses,
diversion of management's attention from daily operations, possible increased
interest costs, and possible adverse effects on earnings resulting from
increased goodwill amortization; 




                                    - 5 -

   2

introduction of new technologies that require significant capital expenditures; 
and general economic and business conditions.


















                                    - 6 -