SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended December 31, 1998 - Commission File No. 0-17196


                          MIDWEST GRAIN PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)



                 KANSAS                            48-0531200       
         ------------------------------      -------------------
         (State or Other Jurisdiction of         IRS Employer
         Incorporation or Organization)       Identification No.




                    1300 Main Street, Atchison, Kansas 66002
              (Address of Principal Executive Offices and Zip Code)



                                 (913) 367-1480
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to  file  such  reports)  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.
                                                       X   YES        NO
                                                     ----         ----
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                           Common stock, no par value
                          9,573,172 shares outstanding
                             as of February 1, 1999.











                                      INDEX
                                      -----
                                                                            Page
PART I.  FINANCIAL INFORMATION                                              ----

      Item 1.   Financial Statements
                --------------------
         
         Independent Accountants' Review Report............................  2

         Condensed Consolidated Balance Sheets as of
         December 31, 1998 and June 30, 1998...............................  3

         Condensed Consolidated Statements of Income for
         the Three Months and Six Months Ended December 31, 1998
         and 1997..........................................................  5

         Condensed Consolidated Statements of Cash Flows for
         the Six Months Ended December 31, 1998 and 1997...................  6

         Note to Condensed Consolidated Financial Statements...............  7

        Item 2.   Management's Discussion and Analysis of Financial
                  -------------------------------------------------
                       Condition and Results of Operations.................  8
                       -----------------------------------


PART II.  OTHER INFORMATION

        Item 6.   Exhibits and Reports on Form 8-K..........................12
                  --------------------------------

















                                       -1-



Baird,
Kurtz &
Dobson

Certified  Public    City Center Square
Accountants          1100 Main Street, Suite 2700      http://www.bkd.com
                     Kansas City, MO 64105-2112        Member of Moores Rowland
                     816 221-6300 Fax 816 221-6380     International
 -----------------------------------------------------------------------------

                     Independent Accountants' Review Report
                     --------------------------------------

Board of Directors and Stockholders
Midwest Grain Products, Inc.
Atchison, Kansas  66002


      We have  reviewed the  condensed  consolidated  balance  sheets of MIDWEST
GRAIN PRODUCTS,  INC. and  subsidiaries as of December 31, 1998, and the related
condensed  consolidated  statements  of income for the three month and six month
periods ended December 31, 1998 and 1997, and the related condensed consolidated
statements of cash flows for the six month  periods ended  December 31, 1998 and
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.

      We conducted our reviews in accordance  with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole.  Accordingly, we do not express such an opinion.

      Based on our reviews, we are not aware of any material  modifications that
should be made to the accompanying  condensed  consolidated financial statements
for them to be in conformity with generally accepted accounting principles.

      We have previously audited, in accordance with generally accepted auditing
standards,  the consolidated  balance sheet as of June 30, 1998, and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
year then ended (not presented herein); and, in our report dated August 4, 1998,
we expressed an unqualified opinion on those consolidated  financial statements.
In  our  opinion,  the  information  set  forth  in the  accompanying  condensed
consolidated balance sheet as of June 30, 1998, is fairly stated in all material
respects in relation to the  consolidated  balance  sheet from which it has been
derived.

                                                       s/Baird, Kurtz & Dobson
                                                       BAIRD, KURTZ & DOBSON

                                                       

Kansas City, Missouri
January 26, 1999
                                       -2-





                          MIDWEST GRAIN PRODUCTS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In Thousands)


                                     ASSETS




                                                December 31,         June 30,
                                                   1998                1998
                                                ------------         --------
                                                (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents               $    2,345           $    4,723
     Receivables                                 23,863               26,369
     Inventories                                 32,298               20,430
     Prepaid expenses                             1,153                  753
     Deferred income taxes                        2,343                2,343
     Income taxes receivable                                           1,334
                                                 ------               ------
                  Total Current Assets           62,002               55,952
                                                 ------               ------


PROPERTY AND EQUIPMENT, At Cost                 221,974              218,590
     Less accumulated depreciation              119,762              112,976
                                                -------              -------
                                                102,212              105,614
                                                -------              -------

OTHER ASSETS                                        406                  412
                                                    ---                  ---


TOTAL ASSETS                                 $  164,620           $  161,978
                                                ========             ========





See Accompanying Note to Condensed Consolidated
   Financial Statements

                                       -3-




                          MIDWEST GRAIN PRODUCTS, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

                                 (In Thousands)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                            December 31,           June 30,
                                               1998                 1998
                                            ------------           -------- 
                                           (Unaudited)
CURRENT LIABILITIES
     Current maturities of long-term debt   $    2,273           $    2,360

     Notes payable                                                    1,000
     Accounts payable                           10,322                9,072
     Accrued expenses                            2,942                3,695
     Income taxes payable                        1,486        
                                                 -----                -----
                  Total Current Liabilities     17,023               16,127
                                                ------               ------

LONG-TERM DEBT                                  26,831               25,536
                                                ------               ------

POST-RETIREMENT BENEFITS                         6,456                6,520
                                                 -----                -----

DEFERRED INCOME TAXES                            7,470                7,470
                                                 -----                -----

STOCKHOLDERS' EQUITY
  Capital stock
     Preferred, 5% noncumulative, $10 par
      value; authorized 1,000 shares; issued
      and outstanding 437 shares                     4                    4
     Common, no par; authorized 
      20,000,000 shares; issued
      9,765,172 shares                           6,715                6,715
     Additional paid-in capital                  2,485                2,485
     Retained earnings                         100,009               97,913
                                               -------               ------
                                               109,213              107,117
    
     Treasury stock, at cost
      Common; December 31, 1998 - 191,300 shares
       June 30, 1998 - 65,000 shares            (2,373)                (792)
                                                 ------                 ----
                Total Stockholders' Equity     106,840              106,325
                                               -------              -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  164,620           $  161,978
                                               =======              =======

See Accompanying Note to Condensed Consolidated
   Financial Statements
                                      -4-

                          MIDWEST GRAIN PRODUCTS, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

          THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997

                                   (Unaudited)




                                        Three Months            Six Months  
                                       --------------       -----------------  

                                       1998      1997       1998         1997  
                                       ----      ----       ----         ---- 

NET SALES                             $53,917   $55,847   $105,855    $113,470

COST OF SALES                          47,843    52,028     95,352     107,040
                                      -------    -------   -------     -------

GROSS PROFIT                            6,074     3,819     10,503       6,430

SELLING, GENERAL AND ADMINIS-
TRATIVE EXPENSES                        3,262     3,615      6,168       6,259
                                        ------    -----      -----       -----
                                        2,812       204      4,335         171
OTHER OPERATING INCOME (LOSS)              64        (4)       105          10
                                        -----     -----      -----        ----

INCOME FROM OPERATIONS                  2,876       200      4,440         181

OTHER INCOME (LOSS)
     Interest                            (561)     (440)    (1,086)       (895)
     Other                                 48       424        110         502
                                         ----       ---      -----         ---

INCOME (LOSS) BEFORE INCOME TAXES       2,363       184      3,464        (212)


PROVISION (CREDIT) FOR INCOME TAXES       933        77      1,368         (84)
                                        -----    ------      -----        ----

NET INCOME (LOSS)                     $1,430    $   107   $  2,096    $   (128)
                                      ======    =======   ========    ========

EARNINGS (LOSS) PER COMMON SHARE      $  .15    $   .01   $    .22    $   (.01)
                                      ======    =======   ========    =========




See Accompanying Note to Condensed Consolidated
   Financial Statements

                                       -5-

                          MIDWEST GRAIN PRODUCTS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In Thousands)

                   SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997

                                   (Unaudited)

                                                 1998                  1997   
                                               -------                ------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                        $  2,096              $   (128)
     Items not requiring (providing) cash:
        Depreciation                             6,801                 6,923
        Gain on sale of equipment                   (3)
     Changes in:
        Accounts receivable                      2,506                (1,143)
        Inventories                            (11,868)              (10,264)
        Prepaid expenses and other assets         (394)                 (289)
        Accounts payable                         1,273                 6,864
        Accrued expenses                          (817)                   66
        Income taxes receivable/payable          2,820                  (834)
                                                 -----                ------
              Net cash provided by
                operating activities             2,414                 1,195
                                                 -----                ------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property and equipment        (3,424)               (2,518)
     Proceeds from sale of equipment                 5
                                                ------                ------
              Net cash used in
                investing activities            (3,419)               (2,518)
                                                -------               -------

CASH FLOWS FROM FINANCING ACTIVITIES
     Purchase of treasury stock                 (1,581)
     Net payments on long-term debt             (2,292)               (4,000)
     Net proceeds from notes payable             2,500
                                                ------                ------
              Net cash used in
                financing activities            (1,373)               (4,000)
                                                -------               -------
DECREASE IN CASH AND CASH EQUIVALENTS           (2,378)               (5,323)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   4,723                 6,005
                                                ------                ------

CASH AND CASH EQUIVALENTS, END OF PERIOD      $  2,345              $    682
                                              ========              ========



See Accompanying Note to Condensed Consolidated
   Financial Statements

                                       -6-

                          MIDWEST GRAIN PRODUCTS, INC.

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       SIX MONTHS ENDED DECEMBER 31, 1998

                                   (Unaudited)




NOTE 1:  GENERAL

      In  the  opinion  of  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all adjustments  necessary to present
fairly the Company's  condensed  consolidated  financial position as of December
31, 1998, and the condensed  consolidated results of its operations and its cash
flows for the periods  ended  December  31,  1998 and 1997,  and are of a normal
recurring nature.


























                                       -7-




                          MIDWEST GRAIN PRODUCTS, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998

RESULTS OF OPERATIONS

General
- -------

The Company's net income of $1,430,000 in the second  quarter of fiscal 1999 was
significantly higher than the net income of $107,000 that was experienced in the
second quarter of fiscal 1998. This  improvement  resulted  primarily from lower
raw material costs for wheat,  corn and milo, and increased  productivity in the
Company's wheat gluten processing  operations.  Reduced grain prices were due to
excellent growing conditions and abundant harvests during the spring, summer and
early  fall.  Gluten  production  levels were  raised  partially  in response to
heightened  market  interest,  but mainly in preparation to effectively  satisfy
future customer requirements  resulting from an expected reduction in imports of
subsidized and artificially priced wheat gluten from the European Union (E.U.).

On June 1, the White House  implemented a three-year quota on imports of foreign
wheat  gluten  following  a  unanimous  recommendation  from the  United  States
International  Trade Commission  (ITC). The White House  additionally  announced
that international negotiations would be pursued to address the underlying cause
of the increase in imports of wheat  gluten,  particularly  from the E.U., or to
otherwise alleviate injury to the domestic industry,

During the first  year of the  quota,  which  ends May 31,  1999,  wheat  gluten
imports were to be restricted to 126 million  pounds.  That figure  represents a
reduction of approximately  30% compared to the amount of gluten imported by the
U.S. during the Company's 1998 fiscal year. In each of the two following  years,
imports are to be allowed to increase by 6%. Within the quota,  separate  quotas
for the E.U.,  Australia and all other  non-excluded  countries  were  assessed.
Countries excluded from the quota are Canada, Mexico, Israel and the beneficiary
countries  of the  Caribbean  Basin  Economic  Recovery  Act or the Andean Trade
Preferences Act.

The quota on imported gluten is consistent with the type of remedy  requested by
the  Company  and the Wheat  Gluten  Industry  Council  (WGIC) of the U.S.  That
request was made in a petition  that was filed by the WGJC on September 19, 1997
under  Section  201 of the  Trade  Act of 1974.  The  petition  was filed on the
grounds that the U.S. wheat gluten  industry has been  seriously  injured by the
surge in low priced wheat gluten imports from the E.U. Profits from their highly
subsidized and protected  wheat starch  business have allowed E.U.  producers to
unload huge  surpluses of wheat  gluten,  a  co-product,  in the U.S.  market at
prices below U.S.  production  costs. In recent years,  this has forced domestic
producers to  drastically  under-utilize  production  capacities  and relinquish
sizeable percentages of market share.

The Company expects the import quota to eventually  result in the  establishment
of a more level  playing  field in the U.S.  wheat gluten  market by  offsetting
lopsided trade advantages provided by the E.U. to E.U.  producers.  As a result,
the Company  increased  gluten  production  levels to effectively  supply future
customer needs. In addition,  the Company has intensified efforts to develop and
market  specialty  wheat gluten products in niches that will be less affected by
foreign competition.
                                      -8-

                          MIDWEST GRAIN PRODUCTS, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998

 Under the quota,  imports of E.U. wheat gluten are limited to 54 million pounds
 for the  year  ending  May 31,  1999.  However,  Department  of  Commerce  data
 indicates  that from June 1 through  November 30, 1998,  the E.U.  exported 26%
 more  gluten to the U.S.  than  allowed  for the full quota year ending May 31,
 1999.  Although the available  published data indicates that shipments from the
 E.U. have stopped after  November,  the violations have delayed the relief that
 the U.S. wheat gluten industry expected during the first year of the three-year
 quota. As a consequence, the U.S. Customs Department is presently investigating
 these apparent E.U. violations and the Office of the U.S. Trade  Representative
 is considering  the imposition of sanctions,  which hopefully could provide the
 industry  with the  kind of  relief  contemplated  by the  quota  in the  first
 instance.

 Although a level  playing  field was not  established  in the first half of the
 current   fiscal  year,  the  Company  is  now   experiencing   indications  of
 strengthened  demand for its wheat gluten, and continues to realize gradual but
 steady  growth in sales of its  specialty  wheat  proteins,  especially  in the
 cosmetics and personal care products markets.

 With consistently  lower grain costs,  improved  conditions in the wheat gluten
 market,   a  realization  of  stable  energy  costs  and  improved   production
 efficiencies,  the Company expects to strengthen its competitive  abilities and
 maintain the improved profitability going forward.

Sales
- -----

     Net sales in the  second  quarter  of fiscal  1999 were down  approximately
$1.9million  compared  to net sales in the second  quarter of fiscal  1998.  The
decrease resulted mainly from lower selling prices for food grade and fuel grade
alcohol and reduced  wheat starch  volume.  The drop in selling  prices for fuel
grade alcohol tracked a decline in gasoline prices.  The price decrease for food
grade alcohol reflected both a decline in demand and a reduction in raw material
prices for corn and milo,  the latter  affecting  prices  mainly in the beverage
category.  Sales of  distillers  feed,  a by-product  of the alcohol  production
process, were also down compared to sales a year ago due to decreased unit sales
and prices.

Wheat gluten sales in the second  fiscal  quarter of 1999 were higher than sales
during the second quarter of fiscal 1998 as the Company increased  production in
preparation  for  satisfying  market  requirements  resulting  from the expected
realization  of a fair  competitive  environment.  An increase  in wheat  gluten
selling prices  compared to the prior year's second  quarter  contributed to the
sales improvement.

Sales of wheat starch decreased as the result of lower unit sales, while selling
prices for this product remained  essentially  unchanged  compared to the second
quarter of fiscal 1998.

Net sales for the first six months of fiscal  1999  decreased  by  approximately
$7.6 million  compared to net sales for the first six months of fiscal 1998. The

                                      

decrease was principally due to reduced alcohol selling prices in both the first
and second quarters, and lower unit sales of alcohol in the first quarter. Lower
unit sales of wheat starch in the first and second quarters also  contributed to
the decline in sales.  These  decreases  were  partially  offset by higher wheat
gluten sales.                    -9-



                          MIDWEST GRAIN PRODUCTS, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998

Cost of Sales
- -------------

The  cost  of  sales  in  the  second   quarter  of  fiscal  1999  decreased  by
approximately  $4.2 million  compared to cost of sales in the second  quarter of
fiscal 1998. This occurred principally as the result of lower raw material costs
for  grain.  Reduced  energy  costs,  lower  maintenance  and  repair  costs and
decreased  insurance  costs were other  major  items  which  contributed  to the
reduction in total cost of sales.

Cost of sales for the first six months of fiscal 1999 fell  approximately  $11.5
million below cost of sales for the first six months of fiscal 1998. Reasons for
this decrease were primarily the same as those given above.

In connection  with the purchase of raw materials,  principally  corn and wheat,
for  anticipated  operating  requirements,  the Company  enters  into  commodity
contracts to reduce the risk of future grain price increases.  The contracts are
accounted  for as hedges and,  accordingly,  gains and losses are  deferred  and
recognized in cost of sales as part of contract  costs when  contract  positions
are settled and as related  products are sold.  For the second quarter of fiscal
1999, raw material costs included a net loss of $1,037,000 on contracts  settled
during the quarter  compared to a net loss of $27,000 for the second  quarter of
fiscal 1998. Raw material costs for the first six months of fiscal 1999 included
a net loss of $2,073,000.  For the first six months of fiscal 1998,  those costs
included a net gain of $578,000.

Selling, General and Administrative Expenses
- --------------------------------------------

Selling,  general and  administrative  expenses in the second  quarter of fiscal
1999  decreased  by   approximately   $353,000   below   selling,   general  and
administrative  expenses in the second  quarter of fiscal  1998.  This  decrease
resulted  mainly from a reduction of  approximately  $945,000 in commissions and
professional  services.  Other sizeable  reductions occurred in costs associated
with  industry-related  organizational  fees and the Company's  employee benefit
plans.  These  decreases  were  partially  offset by an  additional  reserve  of
approximately $637,000 for bad debts and costs related to research activities to
strengthen the Company's development and sales of value-added specialty products
made from wheat.

For the first six months of fiscal  1999,  selling,  general and  administrative
expenses  were down  approximately  $91,000  compared  to  selling,  general and
administrative expenses for the first six months of fiscal 1998.

The consolidated  effective  income tax rate is consistent for all periods.  The
general effects of inflation were minimal.

Net Income
- ----------

As the result of the foregoing  factors,  the Company  experienced net income of
$1,430,000  in the  second  quarter  of fiscal  1999  compared  to net income of
$107,000 in the first quarter of fiscal 1998. For the first six months of fiscal
1999,  the Company  experienced  net income of  $2,096,000  versus a net loss of
$128,000 that was incurred in the first six months of fiscal 1998.  
                               -10-




                         MIDWEST GRAIN PRODUCTS, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998

LIQUIDITY AND CAPITAL RESOURCES

The  following  table is presented as a measure of the  Company's  liquidity and
financial condition:

                                              December 31,         June 30,
                                                  1998               1998   
                                              ------------         --------
                                                        (in thousands)

Cash and cash equivalents                      $    2,345          $    4,723
Working capital                                    44,979              39,825
Amounts available under lines of credit            27,500              30,000
Notes payable and long-term debt                   29,104              28,896
Stockholders' equity                              106,840             106,325

The first  half of fiscal  1999 saw the  Company  raise its  production  levels,
building its  inventories to meet  anticipated  customer needs for wheat gluten.
The increased  customer  requirements are expected to result from the three-year
import  quota to  create a more fair and  stable  competitive  environment.  The
planned  inventory  buildup,  together with ongoing  capital  improvements,  has
impacted short-term liquidity. The Company anticipates reducing inventory levels
during the third quarter as well to meet customer needs.

Short-term  liquidity  was also  impacted  by open market  purchases  of 126,300
shares of the  Company's  common stock during the second fiscal  quarter.  These
purchases were made pursuant to a 1997  authorization  by the Company's Board of
Directors  to purchase up to 200,000  total shares to fund the  Company's  stock
option plans and for other corporate purposes.

At December 31, 1998, the Company had $3.7 million committed to improvements and
replacements of existing equipment.

The Company  continues to maintain a strong working  capital  position and a low
debt-to-equity ratio while generating strong earnings before interest, taxes and
depreciation.  Management  believes this strong financial position and available
lines of credit  will allow the  Company  to  effectively  supply the  increased
customer  needs for vital wheat  gluten as market  demand  increases  due to the
effects of the quotas on imports of foreign wheat  gluten,  as well as its other
products.

YEAR 2000 READINESS DISCLOSURE

Since 1996,  the Company has  recognized the need to configure its operations so
that  they  will not be  adversely  impacted  by  internal  Year  2000  software
failures.  New hardware and software  have been  acquired and  installed for the
core financial  applications.  All core financial  modules,  except order entry,
have been tested  successfully.  The order entry module is in final modification
and testing. The total costs incurred to date approximate  $225,000.  Conversion
to the new system is expected to be completed  during  fiscal 1999.  The Company
expects no  additional  significant  costs to achieve Year 2000  compliance  for
these applications.
                                      



Due to the stage of completion and testing of these applications, as well as the
non-complexity of the systems,  the Company fully anticipates that these systems
will be compliant far in advance of December 31, 1999.
                                     -11-



                          MIDWEST GRAIN PRODUCTS, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998

The Company also has surveyed its plant operations to determine which electrical
and other  instrumentation  equipment  relies  on  date-sensitive  software  and
hardware.  For those  applications  which have been identified,  the Company has
received  bids to modify  the  equipment.  In some  cases,  testing  of  certain
equipment  has  already  been  completed.  The  cost to  convert  and  test  the
identified processes is expected to be less than $100,000,  of which $22,000 has
been spent. The Company anticipates having the conversions  completed and tested
during fiscal 1999. Should these conversions not be completed on a timely basis,
the Company should be able to produce all products without  interruption  except
specialty and modified wheat glutens and starches.

The  Company is also in the  process of  surveying  key  vendors  and  customers
regarding  their  abilities  to  achieve  Year 2000  compliance.  Results of the
surveys  continue to indicate  these  companies are  knowledgeable  of Year 2000
issues and are in the process of complying or have already complied.

Although the Company believes that it is taking appropriate steps to address the
Year  2000  readiness  issue  internally,  there  can be no  assurance  that its
operations will not be negatively  impacted in the year 2000 by the lack of Year
2000 readiness by others.


FORWARD-LOOKING STATEMENTS

This  report   contains   forward-looking   statements  as  well  as  historical
information. Forward-looking statements are identified by or are associated with
such words as "intend," "believe," "estimate," "expect," "anticipate," "hopeful"
"should,"  "may" and similar  expressions.  They  reflect  management's  current
beliefs and estimates of future  economic  circumstances,  industry  conditions,
Company  performance  and  financial  results and are not  guarantees  of future
performance.  The  forward-looking  statements are based on many assumptions and
factors including those relating to grain prices, gasoline prices, energy costs,
product  pricing,   competitive   environment  and  related  market  conditions,
operating  efficiencies,  access to capital,  Year 2000 readiness and actions of
governments.  Any changes in the assumptions or factors could produce materially
different results than those predicted and could impact stock values.




                                      -12-

                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     15.1  Letter from independent public accountants  pursuant to paragraph (d)
           of Rule  10-01  of  Regulation  S-X  (incorporated  by  reference  to
           Independent Accountants' Review Report at page 2 hereof.)

     15.2  Letter from independent public accountants  concerning the use of its
           Review Report in the Company's Registration statement No. 333-51849.

     20 Letter to stockholders for the six months ended December 31, 1998.

     27    Financial data schedule.

(b)  Reports on Form 8-K

The Company has filed no reports on Form 8-K during the quarter  ended  December
31, 1998




                                   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 thereunto duly authorized.



                                MIDWEST GRAIN PRODUCTS, INC.

                                    s/Ladd M. Seaberg
Date: February 11, 1999         By___________________________
                                  Ladd M.  Seaberg, President
                                  and Chief Executive Officer


                                      s/Robert G. Booe
Date: February 11, 1999         By_______________________________
                                  Robert G.  Booe, Vice President
                                  and Chief Financial Officer




                                      -13-



                                  EXHIBIT INDEX

       Exhibit
       Number                                    Description
       -------                                   -----------       

         15.1     Letter  from  independent  public   accountants   pursuant  to
                  paragraph (d) of Rule 10-01 of regulation S-X (incorporated by
                  reference to Independent  Accountants' Review Report at page 2
                  hereof).

         15.2     Letter from independent public  accountants  concerning the
                  use of its Review Report in the Company's Registration
                  Statement No. 333-51849.

         20       Letter  to stockholders for the six months ended 
                  December 31, 1998.

         27       Financial data schedule.