UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20001 AA
                              
                              

                          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  28, 1997


                    M.G. Products, Inc.
     (Exact Name of Registrant as Specified in Charter)
                              
                              
California                       0-18660               33-0098392
(State or Other Jurisdiction   (Commission           (IRS Employer
of Incorporation)              File Number)        Identification No.)

        8154  Bracken Creek, San Antonio Texas 78266-2143
           (Address of Principal Executive Offices)



Registrant's telephone number, including area code (210) 651-5188
                                                            
                                                            
Item 5. Other Events.

      On  April 28, 1997, the Registrant released the  press
release that is filed as Exhibit 1 to this Report on Form 8-
K, which by this reference is incorporated herein.

Item   7.   Financial   Statements,  Pro   Forma   Financial
Information and Exhibits.

     (a)  Financial Statements of Business Acquired.

          None

     (b)  Pro Forma Financial Information.

          None

     (c)  Exhibits.

          Exhibit 1      Press Release dated April 28, 1997.


                         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.


                              M.G. PRODUCTS, INC.


                              By   Eric Williams
                                   Chief Financial Officer

DATE:  April 29, 1997
                                                            
                                                            
                        EXHIBIT INDEX
                              
                              
Exhibit No.   Description                        Sequentially Numbered Page

Exhibit 1     Press Release dated April 28,1997               4



                            For further information contact:
                                           Mr. Eric Williams
                                     Chief Financial Officer


        M.G. PRODUCTS ANNOUNCES REDUCED SALES ORDERS
                              

SAN  ANTONIO,  TEXAS.  April 28, 1997.  M.G. Products,  Inc.
(NASD-OTC  BULLETIN BOARD:  MGPR) today announced  that  its
principal  customer  has  advised the  company  it  will  be
substantially reducing its orders of the company's  product.
Management  believes  this decrease  in  sales  orders  will
significantly  reduce  1997 sales  revenue  and  hamper  the
company's efforts to return to profitability.

In  response to this anticipated decrease in sales  revenue,
management  is  developing plans to  reduce  production  and
administrative  expenses, as well as  aggressively  pursuing
new sales opportunities.

M.G.  Products  is engaged in the manufacture and  wholesale
distribution  of  hanging  and surface  mounted  decorative,
fluorescent, and recessed lighting fixtures for  residential
use, sold nationally to major retailers.