1

                        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) September 10, 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 4. Changes in Registrant's Certifying Accountant.

a.   On  September 10, 1997, the Registrant received  notice
     that the client/auditor relationship between  M.G. Products, Inc.
     and Ernst &  Young  L.L.P. ceased.  The Company considers this
     to be a notification of the resignation of the Company's
     Certifying Accountant.

     The  auditor's report of Ernst & Young  L.L.P.  on  the
     financial statements of M.G. Products,
     Inc.  and subsidiaries as of December 31, 1996 and  for
     each of the years in the two year period
     ending December 31, 1996 and 1995, did not contain  any
     adverse opinion or disclaimer of opinion,  nor  were they
     qualified or  modified  as  to uncertainty, audit scope, or
     accounting principles,  except that the auditors' report  for
     the period ending December 31, 1996, contained a separate paragraph
     that stated that:

     "The  accompanying  financial  statements  have   been
     prepared assuming that M.G. Products,
     Inc.  will continue as a going concern.  As more  fully
     described in Note 2, the Company has experienced  recurring
     operating losses and  cash  flow shortages, causing the loss
     of a portion of its customer base and resulting in excess inventory.
     In addition, the Company must negotiate the refinancing of a
     portion of its borrowings and may be liable for significant future
     rental  payments for closed facilities.  These  matters
     have significantly weakened the Company's financial position
     and its ability to purchase materials and meet current operating
     obligations.  These conditions raise substantial  doubt
     about the CompanyOs ability to continue
     as  a  going concern.  Management's plans in regard  to
     these matters are more fully described in Note 2.  
     The financial statements do not  include  any
     adjustments to reflect the possible future effects  on  the 
     recoverability and classification  of assets or the amounts and
     classification of liabilities  that may result from the outcome
     of this uncertainty."

     In  connection with the audits of the two fiscal  years
     ended December 31, 1995 and 1996, and in  the  subsequent
     period through September 10,  1997, there have been no
     disagreements with Ernst  &  Young  L.L.P.  on any  matter
     of accounting principles or practices, financial statement
     disclosure,  or  auditing  scope  or  procedures  which
     disagreements, if not resolved to their satisfaction, would
     have caused them to make  reference in connection with their
     opinion to the subject  matter  of the disagreement.  
     There  were  no "reportable events" (as defined in Regulation
     S-K, Item 304) occurring during  the  fiscal years ending
     December 31, 1996 and 1995,  nor during the subsequent
     interim period through September 10, 1997.  The cessation of
     the  client/auditor relationship between M.G. products,
     Inc. and Ernst & Young L.L.P. was approved by the Board of
     Directors of the Registrant.

     b.  Effective September 15, 1997, no other auditor has been
     appointed by the Board of Directors of the Registrant.

Item 5. Other Events.

     The  Directors,  Charles Chapman  and  Martin  Goodman,
     resigned on August 22, 1997, as a result  of which there are
     now three vacancies  on  the Board of Directors. 
     These vacancies have not been filled.

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 Ernst & Young letter of resignation
          dated September 10, 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   /s/ Eric Williams
                                   Eric Williams
                                   Chief Financial Officer

DATE:  September 15, 1997
                              
                              
                              
                              
                        EXHIBIT INDEX
                              
                              
Exhibit No.      Description                    Sequentially Numbered Page

Exhibit 1        Letter dated September 10,1997               5



ERNST & YOUNG L.L.P.
Frost Bank Tower, Suite 1900
100 West Houston Street
San Antonio, Texas 78299


September 10, 1997


Mr. Eric Williams
Chief Financial Officer
MG Products, Inc.
8154 Bracken Creek
San Antonio, Texas 78266

Dear Mr. Williams:

This is to confirm that the client/auditor relationship
between MG Products, Inc. and Ernst & Young LLP has ceased.


                                        Sincerely,

                                        /s/  Thomas H.
Richter
                                        Thomas H. Richter
                                        Partner


cc:  Office of the Chief Accountant
       SEC PS Letter File
       Securities and Exchange Commission
       Mail Stop 11-3
       450 Fifth Street, NW
       Washington, DC 20549