<PAGE>
      As filed with the Securities and Exchange Commission on May 5, 1998
                           Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          MIDWEST GRAIN PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)
               KANSAS                                  48-0531200
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)              Identification Number)
             1300 Main Street, P.O. Box 130, Atchison, Kansas 66002
                                 (913) 652-1000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          MIDWEST GRAIN PRODUCTS, INC.
                              STOCK INCENTIVE PLANS
   
                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                                 Robert G. Booe
                   Vice President and Chief Financial Officer
                          Midwest Grain Products, Inc.
                         1300 Main Street, P.O. Box 130
                             Atchison, Kansas 66002
                                 (913) 367-1480

                         CALCULATION OF REGISTRATION FEE                     
                                                   Proposed   
                                   Proposed        Maximum      
Title of Each                      Maximum         Aggregate    
Class of Securities  Amount to be  Offering Price  Offering    Amount of
to be Registered     Registered(1) Per Unit(2)     Price(2)    Registration Fee
-------------------------------------------------------------------------------
Common Stock,
no par value           1,040,000   $12.50        $13,000,000     $3,835

(1) Plus such  additional  amount which may result from plan  adjustments,
    stock splits,  stock dividends or similar transactions with respect to
    undistributed  shares. 
(2) Pursuant to Rule 457(c) and (h), and solely for purposes of calculating the
    registration fee, the proposed maximum offering price per share and the 
    proposed maximum aggregate offering price are based upon the average of the
    high and low prices of the Common Stock of the Registrant as reported by 
    NASDAQ on April 29,1998.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

         This  Registration  Statement  covers the  offering of Common  Stock of
Midwest Grain Products,  Inc. (the "Company" or "Registrant")  under the Midwest
Grain Products, Inc. Stock Incentive Plan of 1996, 1998 Stock Incentive Plan for
Salaried  Employees  and the 1996 Stock Option Plan for Outside  Directors  (the
"Plans"). The Company hereby incorporates by reference the following documents:

         1. The Company's Annual Report on Form 10-K for the year ended June 30,
1997.

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3. The  description  of the  Company's  Common  Stock  contained in its
Registration Statement on Form 8-A dated September 22, 1988; and

         4. All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any  statement  contained  herein or in a document  all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Limitation of Liability of Directors.
<PAGE>
         The  Articles of  Incorporation  provide that a director of the Company
will not be personally  liable to the Company or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (3) under Section 17-6424 of the KGCC,
which concerns unlawful

                                       R-1

payments  of  dividends,  stock  purchases  or  redemptions,   or  (4)  for  any
transaction from which the director derived an improper personal benefit.

         While the Articles of Incorporation  provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty.  Accordingly,  the Articles of  Incorporation  will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based  on a  director's  breach  of his or her  duty  of  care.  The
provisions of the Articles of Incorporation  described above apply to an officer
of the  Company  only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.

Indemnification of Directors and Officers.

         The Bylaws of the Company provide that each person who is or was or had
agreed to become a director or officer of the  Company,  or each such person who
is or was  serving or who had agreed to serve at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise  (including the heirs,  executors,  administrators or estate of
such  person),  will  be  indemnified  by the  Company,  to the  fullest  extent
permitted  from time to time by the KGCC, as the same exists or may hereafter be
amended (but, if permitted by applicable law, in the case of any such amendment,
only to the extent that such  amendment  permits the Company to provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such  amendment)  or any other  applicable  laws as  presently  or  hereafter in
effect. The Company may, by action of the Company Board, provide indemnification
to employees and agents of the Company,  and to persons  serving as employees or
agents  of  another  corporation,  partnership,  joint  venture,  trust or other
enterprise, at the request of the Company, with the same scope and effect as the
foregoing indemnification of directors and officers. The Company may be required
to indemnify any person seeking  indemnification in connection with a proceeding
(or part  thereof)  initiated  by such person only if such  proceeding  (or part
thereof) was  authorized by the Company Board or is a proceeding to enforce such
person's claim to  indemnification  pursuant to the rights granted by the Bylaws
or otherwise by the Company. The right to indemnification  includes the right to
be paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, that the payment of such expenses in
advance  of the  final  disposition  of a  proceeding  shall be made  only  upon
delivery to the Company of an undertaking to repay all amounts so advanced if it
shall  ultimately be determined that such director or officer is not entitled to
be indemnified.  In addition,  the Company may enter into one or more agreements
with any person  providing for  indemnification  greater or different  than that
provided in the Articles of Incorporation.
<PAGE>
          Pursuant to the Bylaws, if a claim for  indemnification is not paid in
full by the Company  within  ninety days after a written  claim  pursuant to the
preceding  paragraph has been  received by the Company,  the claimant may at any
time  thereafter  bring suit against the Company to recover the unpaid amount of
the claim and, if successful in whole or in part,  the claimant will be entitled
to be paid also the expense of prosecuting  such claim.  The Bylaws provide that
it will be a defense to any such action (other than an action brought to enforce
a claim for expenses  incurred in  defending  any  Proceeding  in advance of its
final disposition where the required undertaking,  if any is required,  has been
tendered to the  Company)  that the claimant has not met the standard of conduct
which  makes it  permissible  under the KGCC for the  Company to  indemnify  the
claimant for the amount claimed,  but the burden of proving such defense will be
on the Company.  Neither the failure of the Company (including the disinterested
directors,   independent   legal  counsel  or   stockholders)  to  have  made  a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable   standard  of  conduct  set  forth  in  the  KGCC,   nor  an  actual
determination by the Company (including the disinterested directors, independent
legal  counsel or  stockholders)  that the claimant has not met such  applicable
standard  of  conduct,  will be a defense to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.  However,  the
Company will be bound by a determination pursuant to the procedures set forth in
the Bylaws that the claimant is entitled to  indemnification in any suit brought
by a claimant pursuant to the Bylaws.

         The Bylaws provide that the right to indemnification and the payment of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred  in the Bylaws  will not be  exclusive  of any other  right  which any
person may have or may in the future acquire under any statute, provision of the
Articles  of  Incorporation,  the Bylaws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.  The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company or another corporation,

                                       R-2

partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the KGCC.

         The Company  currently has directors and officers  liability  insurance
that insures  directors  and officers of the Company with respect to claims made
for  alleged  "wrongful  acts" in their  roles as  directors  or officers of the
Company and its subsidiaries.  The insurance also insures the Company for claims
against the  Company's  directors or officers in situations in which the Company
has an obligation to defend and/or indemnify its directors and officers.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

         (a)  Exhibits  are  listed on the  Exhibit  Index to this  Registration
Statement.

         (b) Not  Applicable.  The Plans are not qualified  under Section 401 of
the Internal Revenue Code.
<PAGE>
Item 9.  Undertakings

         (a)       The Registrant hereby undertakes:

                   (1) To file,  during any period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by Section 10 (a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement;

                   Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                   (3) To remove from  registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
                                       R-3

<PAGE>



         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       R-4

<PAGE>
                                   SIGNATURES

         Pursuant to  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Atchison,  State of Kansas,  on this 4th day of May,
1998.

                          MIDWEST GRAIN PRODUCTS, INC.

                            By s/Laidacker M. Seaberg
                              Laidaker M. Seaberg,
                              President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Laidacker M. Seaberg,  Robert G. Booe and
Marta Myers and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of substitution  and  re-substitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement and to file the same with all exhibits thereto, and
other  documents  in  connection  therewith,  with  the  Securities  &  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.


        Name                    Title                              Date

S/Laidacker M. Seaberg    President (Principal
  Laidacker M. Seaberg    Executive Officer) and Director       May 4, 1998

S/Cloud L. Cray, Jr.      Chairman of the Board and
Cloud L. Cray, Jr.        Director                              May 4, 1998

S/Robert G. Booe          Vice President, Chief Financial
Robert G. Booe            Officer and Treasurer,
                          (Principal Financial and 
                          Accounting Officer)                   May 4, 1998

S/Michael Braude
Michael Braude            Director                              May 4, 1998

S/F.D. Jabara             Director
F. D. Jabara                                                    May 4, 1998

S/Tom MacLeod, Jr.        Director
Tom MacLeod, Jr.                                                May 4, 1998
<PAGE>
S/Rober J. Reintjes       Director
Robert J. Reintjes                                              May 4, 1998

_______________________   Director
Daryl R. Schaller, Ph.D.                                        May __, 1998

S/Randal M. Schrick       Director
Randal M. Schrick                                               May 4, 1998

S/Eleanor B. Schwartz     Director
Eleanor B. Schwartz                                             May 4, 1998


                                       R-5

<PAGE>

                                  EXHIBIT INDEX



Exhibit
Number                             Description

   4(a)           Copy of Midwest Grain Products  Stock  Incentive Plan of 1996,
                  as amended  (incorporated by reference to Exhibit 10(d) to the
                  Company's Form 10-K for the year ended June 30, 1996).

   4(b)           Copy of Midwest  Grain  Products  1996 Stock  Option  Plan for
                  Outside  Directors,  as amended  (incorporated by reference to
                  Exhibit  10(f) to the  Company's  Form 10-K for the year ended
                  June 30, 1996).

   4(c)           Copy of Midwest  Grain  Products  1998 Stock  Incentive
                  Plan for Salaried Employees.

   5              Opinion of Lathrop & Gage L.C. concerning the legality of the 
                  securities being registered.

   23(a)          Consent of Lathrop & Gage L.C. (incorporated by reference to 
                  Exhibit 5).

   23(b)          Consent of Baird, Kurtz & Dobson.




                                       R-6
[{"type": "S-8", "sequence": "1", "description": "MIDWEST GRAIN PRODUCTS FORM S-8 FOR STOCK PLANS", "secsgml_size_bytes": 21419}]
{"company-data": {"conformed-name": "MIDWEST GRAIN PRODUCTS INC", "cik": "0000835011", "assigned-sic": "2040", "irs-number": "480531200", "state-of-incorporation": "KS", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51849", "film-number": "98610588"}, "business-address": {"street1": "1300 MAIN ST", "city": "ATCHISON", "state": "KS", "zip": "66002", "phone": "9133671480"}, "mail-address": {"street1": "1300 MAIN STREET", "city": "ATCHISON", "state": "KS", "zip": "66002"}}
As filed with the Securities and Exchange Commission on May 5, 1998
                           Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          MIDWEST GRAIN PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)
               KANSAS                                  48-0531200
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)              Identification Number)
             1300 Main Street, P.O. Box 130, Atchison, Kansas 66002
                                 (913) 652-1000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          MIDWEST GRAIN PRODUCTS, INC.
                              STOCK INCENTIVE PLANS
   
                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                                 Robert G. Booe
                   Vice President and Chief Financial Officer
                          Midwest Grain Products, Inc.
                         1300 Main Street, P.O. Box 130
                             Atchison, Kansas 66002
                                 (913) 367-1480

                         CALCULATION OF REGISTRATION FEE                     
                                                   Proposed   
                                   Proposed        Maximum      
Title of Each                      Maximum         Aggregate    
Class of Securities  Amount to be  Offering Price  Offering    Amount of
to be Registered     Registered(1) Per Unit(2)     Price(2)    Registration Fee
-------------------------------------------------------------------------------
Common Stock,
no par value           1,040,000   $12.50        $13,000,000     $3,835

(1) Plus such  additional  amount which may result from plan  adjustments,
    stock splits,  stock dividends or similar transactions with respect to
    undistributed  shares. 
(2) Pursuant to Rule 457(c) and (h), and solely for purposes of calculating the
    registration fee, the proposed maximum offering price per share and the 
    proposed maximum aggregate offering price are based upon the average of the
    high and low prices of the Common Stock of the Registrant as reported by 
    NASDAQ on April 29,1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

         This  Registration  Statement  covers the  offering of Common  Stock of
Midwest Grain Products,  Inc. (the "Company" or "Registrant")  under the Midwest
Grain Products, Inc. Stock Incentive Plan of 1996, 1998 Stock Incentive Plan for
Salaried  Employees  and the 1996 Stock Option Plan for Outside  Directors  (the
"Plans"). The Company hereby incorporates by reference the following documents:

         1. The Company's Annual Report on Form 10-K for the year ended June 30,
1997.

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3. The  description  of the  Company's  Common  Stock  contained in its
Registration Statement on Form 8-A dated September 22, 1988; and

         4. All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any  statement  contained  herein or in a document  all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Limitation of Liability of Directors.
The  Articles of  Incorporation  provide that a director of the Company
will not be personally  liable to the Company or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (3) under Section 17-6424 of the KGCC,
which concerns unlawful

                                       R-1

payments  of  dividends,  stock  purchases  or  redemptions,   or  (4)  for  any
transaction from which the director derived an improper personal benefit.

         While the Articles of Incorporation  provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty.  Accordingly,  the Articles of  Incorporation  will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based  on a  director's  breach  of his or her  duty  of  care.  The
provisions of the Articles of Incorporation  described above apply to an officer
of the  Company  only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.

Indemnification of Directors and Officers.

         The Bylaws of the Company provide that each person who is or was or had
agreed to become a director or officer of the  Company,  or each such person who
is or was  serving or who had agreed to serve at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise  (including the heirs,  executors,  administrators or estate of
such  person),  will  be  indemnified  by the  Company,  to the  fullest  extent
permitted  from time to time by the KGCC, as the same exists or may hereafter be
amended (but, if permitted by applicable law, in the case of any such amendment,
only to the extent that such  amendment  permits the Company to provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such  amendment)  or any other  applicable  laws as  presently  or  hereafter in
effect. The Company may, by action of the Company Board, provide indemnification
to employees and agents of the Company,  and to persons  serving as employees or
agents  of  another  corporation,  partnership,  joint  venture,  trust or other
enterprise, at the request of the Company, with the same scope and effect as the
foregoing indemnification of directors and officers. The Company may be required
to indemnify any person seeking  indemnification in connection with a proceeding
(or part  thereof)  initiated  by such person only if such  proceeding  (or part
thereof) was  authorized by the Company Board or is a proceeding to enforce such
person's claim to  indemnification  pursuant to the rights granted by the Bylaws
or otherwise by the Company. The right to indemnification  includes the right to
be paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, that the payment of such expenses in
advance  of the  final  disposition  of a  proceeding  shall be made  only  upon
delivery to the Company of an undertaking to repay all amounts so advanced if it
shall  ultimately be determined that such director or officer is not entitled to
be indemnified.  In addition,  the Company may enter into one or more agreements
with any person  providing for  indemnification  greater or different  than that
provided in the Articles of Incorporation.
Pursuant to the Bylaws, if a claim for  indemnification is not paid in
full by the Company  within  ninety days after a written  claim  pursuant to the
preceding  paragraph has been  received by the Company,  the claimant may at any
time  thereafter  bring suit against the Company to recover the unpaid amount of
the claim and, if successful in whole or in part,  the claimant will be entitled
to be paid also the expense of prosecuting  such claim.  The Bylaws provide that
it will be a defense to any such action (other than an action brought to enforce
a claim for expenses  incurred in  defending  any  Proceeding  in advance of its
final disposition where the required undertaking,  if any is required,  has been
tendered to the  Company)  that the claimant has not met the standard of conduct
which  makes it  permissible  under the KGCC for the  Company to  indemnify  the
claimant for the amount claimed,  but the burden of proving such defense will be
on the Company.  Neither the failure of the Company (including the disinterested
directors,   independent   legal  counsel  or   stockholders)  to  have  made  a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable   standard  of  conduct  set  forth  in  the  KGCC,   nor  an  actual
determination by the Company (including the disinterested directors, independent
legal  counsel or  stockholders)  that the claimant has not met such  applicable
standard  of  conduct,  will be a defense to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.  However,  the
Company will be bound by a determination pursuant to the procedures set forth in
the Bylaws that the claimant is entitled to  indemnification in any suit brought
by a claimant pursuant to the Bylaws.

         The Bylaws provide that the right to indemnification and the payment of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred  in the Bylaws  will not be  exclusive  of any other  right  which any
person may have or may in the future acquire under any statute, provision of the
Articles  of  Incorporation,  the Bylaws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.  The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company or another corporation,

                                       R-2

partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the KGCC.

         The Company  currently has directors and officers  liability  insurance
that insures  directors  and officers of the Company with respect to claims made
for  alleged  "wrongful  acts" in their  roles as  directors  or officers of the
Company and its subsidiaries.  The insurance also insures the Company for claims
against the  Company's  directors or officers in situations in which the Company
has an obligation to defend and/or indemnify its directors and officers.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

         (a)  Exhibits  are  listed on the  Exhibit  Index to this  Registration
Statement.

         (b) Not  Applicable.  The Plans are not qualified  under Section 401 of
the Internal Revenue Code.
Item 9.  Undertakings

         (a)       The Registrant hereby undertakes:

                   (1) To file,  during any period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by Section 10 (a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement;

                   Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                   (3) To remove from  registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
                                       R-3
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       R-4
SIGNATURES

         Pursuant to  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Atchison,  State of Kansas,  on this 4th day of May,
1998.

                          MIDWEST GRAIN PRODUCTS, INC.

                            By s/Laidacker M. Seaberg
                              Laidaker M. Seaberg,
                              President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Laidacker M. Seaberg,  Robert G. Booe and
Marta Myers and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of substitution  and  re-substitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement and to file the same with all exhibits thereto, and
other  documents  in  connection  therewith,  with  the  Securities  &  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.

        Name                    Title                              Date

S/Laidacker M. Seaberg    President (Principal
  Laidacker M. Seaberg    Executive Officer) and Director       May 4, 1998

S/Cloud L. Cray, Jr.      Chairman of the Board and
Cloud L. Cray, Jr.        Director                              May 4, 1998

S/Robert G. Booe          Vice President, Chief Financial
Robert G. Booe            Officer and Treasurer,
                          (Principal Financial and 
                          Accounting Officer)                   May 4, 1998

S/Michael Braude
Michael Braude            Director                              May 4, 1998

S/F.D. Jabara             Director
F. D. Jabara                                                    May 4, 1998

S/Tom MacLeod, Jr.        Director
Tom MacLeod, Jr.                                                May 4, 1998
S/Rober J. Reintjes       Director
Robert J. Reintjes                                              May 4, 1998

_______________________   Director
Daryl R. Schaller, Ph.D.                                        May __, 1998

S/Randal M. Schrick       Director
Randal M. Schrick                                               May 4, 1998

S/Eleanor B. Schwartz     Director
Eleanor B. Schwartz                                             May 4, 1998

                                       R-5
EXHIBIT INDEX

Exhibit
Number                             Description

   4(a)           Copy of Midwest Grain Products  Stock  Incentive Plan of 1996,
                  as amended  (incorporated by reference to Exhibit 10(d) to the
                  Company's Form 10-K for the year ended June 30, 1996).

   4(b)           Copy of Midwest  Grain  Products  1996 Stock  Option  Plan for
                  Outside  Directors,  as amended  (incorporated by reference to
                  Exhibit  10(f) to the  Company's  Form 10-K for the year ended
                  June 30, 1996).

   4(c)           Copy of Midwest  Grain  Products  1998 Stock  Incentive
                  Plan for Salaried Employees.

   5              Opinion of Lathrop & Gage L.C. concerning the legality of the 
                  securities being registered.

   23(a)          Consent of Lathrop & Gage L.C. (incorporated by reference to 
                  Exhibit 5).

   23(b)          Consent of Baird, Kurtz & Dobson.

                                       R-6