8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 15, 2002

MICRO GENERAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	0-8358	95-2621545
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2510 Red Hill Avenue, Santa Ana, California	92705
(Address of principal executive offices)	(Zip Code)

(949) 622-4444

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposal of Assets.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2. Acquisition or Disposal of Assets.

     On December 27, 2001, Micro General Corporation, a Delaware Corporation, announced that it was immediately discontinuing the operations of its wholly owned subsidiary, LDExchange, Inc., which was engaged in the wholesale international long distance business.

     Micro General expects to report a charge for discontinued operations of between $4.5 million and $5.5 million prior to income tax benefit for the fiscal year ended 2001. This will be primarily a non-cash charge resulting mainly from the write-off of goodwill associated with the LDExchange acquisition in 1998 and also from the write-down of telecommunications equipment.

Item 7. Financial Statements and Exhibits.

(a)	Pro forma financial information. The pro forma financial statements required by this item 7(b) will be provided at a later time but no later than March 16, 2002.
(b)	Exhibits.

99.1 Press Release of the Registrant dated December, 27, 2001, announcing the discontinuation of the international wholesale telecommunications division of LDExchange, Inc., a Delaware corporation

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.

	MICRO GENERAL CORPORATION
Dated: January 15, 2002	/s/ Joe Root Joe Root Senior Vice President General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release of the Registrant dated December 27, 2001, announcing the discontinuation of the international wholesale telecommunications division of LDExchange, Inc., a Delaware corporation

EX-99.1

                                                                    EXHIBIT 99.1



                Dale Christensen                  Sean Collins
                CFO                               Corporate Communications
                Micro General Corporation         Coffin Communications
                949-622-4986                      818-789-0100 ext. 102
                dchristensen@microgeneral.com     sean.Collins@coffincg.com

FOR IMMEDIATE RELEASE

                    MICRO GENERAL CORPORATION TO DISCONTINUE
              INTERNATIONAL WHOLESALE TELECOMMUNICATIONS DIVISION

STRATEGIC DECISION WILL HAVE POSITIVE EFFECT ON OPERATING RESULTS, OVERALL
CORPORATE FOCUS

SANTA ANA, CALIF. -- DECEMBER 27, 2001 - Micro General Corporation
(NASDAQ:MGEN), the leading provider of production and workflow software systems
to the title and real estate industries, today announced that its LDExchange
subsidiary will discontinue its wholesale international long distance business.

        Micro General has previously reported that net income for the first nine
months of this year was $8.5 million ($0.57 per share basic) on revenues of
$101.4 million. With the LDExchange operations being discontinued, results for
the first nine months of 2001, exclusive of the operating results of LDExchange,
reflect net income of approximately $11 million ($0.74 per share basic) on
revenues of approximately $84 million.

        As a result of the decision, Micro General expects to report a charge
for discontinued operations of between $4.5 million and $5.5 million prior to
income tax benefit. This will be primarily a non-cash charge resulting mainly
from the write-off of goodwill associated with the LDExchange acquisition in
1998 and also from the write-down of telecommunications equipment.

        LDExchange has been unable to achieve profitably in a difficult
operating environment. With this action, Micro General management feels that the
Company is better positioned to focus on broadening and enhancing its existing
and future product offerings while also substantially improving the Company's
gross profit margins and net income.

         "This action reflects our drive to strategically position Micro General
as a pure software services company and the Number One provider of software
services to the real estate settlement services market," said John Snedegar,
Micro General's CEO.

        Dale Christensen, the Company's Chief Financial Officer, said, "As Micro
General has evolved over the past couple of years, the LDExchange business has
become of limited strategic value, has shown diminished synergy with the core
Micro General software services businesses, and has been a significant drain on
earnings. With LDExchange now being accounted for as a

                                     -more-


MICRO GENERAL DISCONTINUES LDEXCHANGE - PAGE 2 OF 2


discontinued operation, the true growth and profitability of the Company's core
business will become even more apparent."

ABOUT MICRO GENERAL

Micro General Corporation is the leading provider of production and workflow
software systems to the real estate title and escrow industries. The Company's
additional competencies include managed application services, application
development and integration, network, data and infrastructure management and IT
outsourcing. Micro General and its operating subsidiaries employ more than 600
individuals nationwide, primarily in technical positions. To learn more about
Micro General Corporation, please visit: www.microgeneral.com.

For more information contact Dale Christensen (Corp. IR) 949-622-4986 or Sean
Collins (Corp. Comms.) 818-789-0100.

This press release contains forward-looking statements. The words "believe,"
"expect," "intend," "anticipate," "will," and "project," and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified.
Future events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject include, but are
not limited to, the effect of government regulation, competition and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.

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