1

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


                         FORM 8-K/A
                              
                       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
                                                            
                                                            
                                                            
The  undersigned Registrant hereby amends Items  (4) and (7)
of  its Current Report on Form 8-K dated September 10, 1997,
due  to  the fact that the Certifying Accountant's revisions
and  letter  had not been available for inclusion  with  the
original filing.

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  LLP
     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  LLP  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 and 1995,
     contained a separate paragraph regarding going  concern
     issues.

     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 LLP 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 LLP 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 dated September 16, 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 17, 1997
                              
                              
                              
                        EXHIBIT INDEX
                              
                              
Exhibit No.         Description             Sequentially Numbered Page

Exhibit 1           Letter dated September 16,1997       5


                   EXHIBIT 1 TO FORM 8-K/A

September 17, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated September 17, 1997
of MG Products, Inc.  and are in agreement with the
statements contained in paragraph 4a on page 2 therein.  We
have no basis to agree or disagree with other statements of
the registrant contained therein.





                                   Ernst & Young LLP