SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                              
                         FORM 12b-25
               Commission File Number 0-18660
                                                            
                 NOTIFICATION OF LATE FILING

(Check-One):    X  Form 10-K      Form 11-K       Form 20-F    Form 10-Q
                             Form N-SAR

For Period Ended:   December 31, 1997

   Transition Report on Form 10-K    
   Transition Report on Form 10-Q
   Transition Report on Form 20-F    
   Transition Report on Form N-SAR
   Transition Report on Form 11-K

For the Transition Period Ended:


Read attached instruction sheet before preparing form.  Please print or type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


                               Part I  
                      Registrant Information
                              
Full name of registrant       M.G. Products, Inc.

Former name if applicable


Address of principal executive office (Street and Number) 8154 Bracken Creek

City, State and Zip Code      San Antonio  TX 78266-2143


                               Part II 
                       Rules 12b-25 (b) and (c)
 
                              
If the subject report could not be filed without unreasonable effort of
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part
         III of this form could not be eliminated without
         unreasonable effort or expense:

 [X] (b) The subject annual report, semi-annual report,
         transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
         portion thereof will be filed on or before 15th calendar day
         following the prescribed due date: or the subject quarterly
         report or transition report on Form 10-Q or portion thereof
         will be filed on or before the fifth calendar day following
         the prescribed due date; and

    (c)  The accountant's statement or other exhibit
         required by Rule 12b-25(c)  has been attached if applicable.
         

                               Part III 
                               Narrative
                              
State below in reasonable detail the reasons why Form
10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or
portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed)

Since the resignation of the Company's independent auditors,
as more fully disclosed in the Current Report on Form 8-KA
filed with the Securities and Exchange Commission on
September 17, 1997, the Company has been unable to retain
independent auditors to prepare financial statements for
fiscal year 1997.  Accordingly, the Company is not able to
complete and file its Annual Report on Form 10-K



                 Part IV  Other Information
                              
(1)  Name and telephone number of person to contact in
regard to these notification

  ERIC WILLIAMS            (210) 651-5288__
  (Name)                   (Area code)(Telephone)

(2)  Have all other periodic reports required under Section
13 of 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months of for such period that the registrant
was required to file such report(s) been filed?  If the
answer is no, identify report(s).
                                         [X]  Yes   [  ]  No
                                                            
(3)  Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earning statements
to be included in the subject report of portion thereof?
                                        [ X ]  Yes  [  ]  No
                                                            
     If so: attach an explanation change, both narratively
and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.

The  following  are  the   preliminary  unaudited  financial
results  for the fiscal year ended December 31,  1997.   For
the  year,  the Company expectes a net loss of $8.3  million
(which includes one-time restructuring charges totaling $2.8
million),  or  a  loss of $0.58 per share,  on  revenues  of
approximately $10 million.  This compares with a net loss of
$7.5  million, or a loss of $0.78 per share, on revenues  of
$21.3 million for the year ended December 31, 1996.  The per
share   amounts   are  based  on  weighted  average   shares
outstanding of 14,206,154 and 11,484,714 for 1997  and  1996
respectively.

The  decrease  in  1997  sales revenue  is  attributable  to
continuing  erosion  of the Company's  customer  base  which
culminated with the Company's final customer terminating its
orders  in the third quarter of 1997. Sales revenue for  the
fourth  quarter of 1997 consisted of limited liquidations  of
inventory.

                    M.G. PRODUCTS, INC.
          (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.

Date April 01, 1998         By     /S/  ERIC WILLIAMS