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<TEXT>

<PAGE>
   As Filed with the Securities and Exchange Commission on September 20, 2000
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

                      Annual Report Pursuant to Section 13
                     of the Securities Exchange Act of 1934

                     For the Fiscal Year Ended June 30, 2000

                          MIDWEST GRAIN PRODUCTS, INC.

                                1300 Main Street
                                     Box 130
                             Atchison, Kansas 66002
                            Telephone: (913) 367-1480

                       Incorporated in the State of Kansas


                           COMMISSION FILE NO. 0-17196

                               IRS No. 48-0531200

         The Company has no securities  registered  pursuant to Section 12(b) of
the Act.  The only class of common  stock  outstanding  consists of Common Stock
having no par  value,  8,583,397  shares of which were  outstanding  at June 30,
2000. The Common Stock is registered pursuant to Section 12(g) of the Act.

         The  aggregate  market value of the Common Stock of the Company held by
non-affiliates,  based upon the  highest  sales  price of such stock on July 27,
2000, was $75,694,023.

         The Company 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, and
has been subject to such filing requirements for the past 90 days.

         As indicated by the  following  check mark,  disclosure  of  delinquent
filers pursuant to Rule 405 of Regulation S-K is not contained herein,  and will
not be contained, to the best of registrant's knowledge in a definitive proxy or
information  statement  incorporated by reference in Part III of this Form 10-K:
[X].

         The following documents are incorporated herein by reference:

(1)  Midwest Grain Products,  Inc. 2000 Annual Report to Stockholders,  pages 17
     through 36 [incorporated into Part II and contained in Exhibit 10(c)].

(2)  Midwest Grain  Products,  Inc.  Proxy  Statement for the Annual  Meeting of
     Stockholders  to be held on October  12,  2000,  dated  September  15, 2000
     (incorporated into Part III).
===============================================================================
<PAGE>
                                    CONTENTS
PART I                                                                     PAGE
  Item 1.     Business...............................................        1
              General Information....................................        1
              Wheat Gluten...........................................        2
              Premium Wheat Starch...................................        5
              Alcohol Products.......................................        6
              Flour and Other Mill Products..........................        8
              Transportation.........................................        8
              Raw Materials..........................................        9
              Energy.................................................        9
              Employees..............................................       10
              Regulation.............................................       10
  Item 2.     Properties.............................................       10
  Item 3.     Legal Proceedings......................................       11
  Item 4.     Submission of Matters to a Vote of Security Holders....       11

PART II
  Item 5.     Market for the Registrant's Common Equity and Related
                 Stockholder Matters.................................       12
  Item 6.     Selected Financial Data................................       12
  Item 7.     Management's Discussion and Analysis of Financial
                 Condition and Results of Operation .................       12
  Item 7A.    Quantitative and Qualitative Disclosure  About Market Risk.   12
  Item 8.     Financial Statements and Supplementary Data............       12
  Item 9.     Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure..............       12
PART III
  Item 10.    Directors and Executive Officers of the Registrant.....       13
  Item 11.    Executive Compensation.................................       15
  Item 12.    Security Ownership of Certain Beneficial
                 Owners and Management...............................       16
  Item 13.    Certain Relationships and Related Transactions.........       16
PART IV
  Item 14.    Exhibits, Financial Statement Schedules and Reports
                 on Form 8-K.........................................       16
SIGNATURES.......................................................           19
FINANCIAL STATEMENT SCHEDULES........................................      S-1
  Report of Independent Public Accountants on Schedules..............      S-2
  Schedule VIII.  Valuation and Qualifying Accounts..................      S-3

  The  calculation  of the  aggregate  market  value of the Common  Stock of the
Company held by non-affiliates is based on the assumption that non-affiliates do
not include  directors.  Such assumption does not constitute an admission by the
Company or any director that any director is an affiliate of the Company.

  This report,  including the portions of the Annual Report  incorporated herein
by  reference,   contains  forward-looking  statements  as  well  as  historical
information.  Forward-looking  statements  are  usually  identified  by  or  are
associated with such words such as "intend,  " believe,"  "estimate,"  "expect,"
"anticipate,"  "hopeful," "should," "may" and similar expressions.  They reflect
management's  current  belief's 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  and actions of
governments.  Any changes in the assumptions or factors could produce materially
different results than those predicted and could impact stock values.
<PAGE>
                                     PART I
Item 1.  Business.

         General Information

     Midwest  Grain  Products,  Inc.  (the  Company)  is  a  Kansas  corporation
headquartered in Atchison,  Kansas. It is the successor to a business founded in
1941 by Cloud L. Cray, Sr.

         The  Company is a fully  integrated  producer  of wheat  gluten,  which
includes vital wheat gluten and specialty wheat  proteins,  premium wheat starch
and alcohol  products.  These grain  products are processed at plants located in
Atchison,  Kansas, and Pekin,  Illinois.  Wheat is purchased directly from local
and  regional  farms and grain  elevators  and milled into  flour.  The flour is
processed  with  water to  extract  vital  wheat  gluten,  a portion of which is
further  processed into specialty  wheat  proteins.  Vital wheat gluten and most
wheat protein  products are dried into powder and sold in packaged or bulk form.
The starch  slurry which  results  after the  extraction of the gluten and wheat
proteins is further  processed  to extract  premium  wheat  starch which is also
dried into  powder and sold in packaged or bulk form.  The  remaining  slurry is
mixed with corn or milo and water and then cooked,  fermented and distilled into
alcohol.  The residue of the  distilling  operations is dried and sold as a high
protein  additive for animal feed.  Carbon dioxide which is produced  during the
fermentation  process  is  trapped  and sold.  As a result  of these  processing
operations, the Company sells approximately 95% (by weight) of grain processed.

         The table below shows the Company's sales from continuing operations by
product  group for each of the five years ended June 30,  2000,  as well as such
sales as a percent of total sales.
<TABLE>
<CAPTION>

                                       PRODUCT GROUP SALES

                                                               Year Ended June 30,
                           -----------------------------------------------------------------------------------
                                  2000              1999              1998              1997              1996
                           -----------------------------------------------------------------------------------
                                                            (thousands of dollars)
                               Amount    %      Amount     %      Amount    %      Amount     %      Amount     %
                               ------    -      ------     -      ------    -      ------     -      ------     -
<S>                        <C>        <C>    <C>       <C>     <C>       <C>    <C>       <C>     <C>        <C>
Wheat Gluten...............  $ 70,912  30.6   $ 56,153  26.0    $ 42,489  19.0   $ 39,968  17.8    $ 39,514   20.3
Premium Wheat Starch.......    29,186  12.6     27,173  12.6      27,791  12.4     29,935  13.3      26,354   13.5
Alcohol Products:
  Food Grade Alcohol
     Beverage Alcohol......    27,728  11.9     30,373  14.1      35,934  16.1     43,118  19.2      39,465   20.3
     Food Grade Industrial.    16,136   7.0     19,276   8.9      27,487  12.3     38,004  16.9      32,064   16.5
  Fuel Grade Alcohol.......    62,066  26.7     54,639  25.3      51,227  23.0     34,992  15.6      25,347   13.0
  Alcohol By-products......    23,093  10.0     25,441  11.8      33,259  14.9     34,553  15.4      28,449   14.6
                              -------  ----    ------- -----     ------- -----    -------  ----     -------  -----
     Total Alcohol
      Products.............   129,023  55.6    129,729  60.1     147,957  66.3    150,667  67.1     125,325   64.4
                              ------- -----    ------- -----    -------- -----    ------- -----     -------  -----
Flour and Other Mill
  Products.................     2,759   1.2      3,046   1.4       5,017   2.3      4,163   1.8       3,445    1.8
                                -----  ----     ------  ----      ------  ----     ------  ----      ------   ----
     Net Sales  ...........  $231,880 100.0   $216,101 100.0    $223,354 100.0   $224,733 100.0    $194,638  100.0
                             ======== =====   ======== =====    ======== =====   ======== =====    ========  =====
</TABLE>
<PAGE>
         The  Company's  results  for  fiscal  2000 were up  substantially  over
results for the prior fiscal year.  Net income rose to $4.9 million  compared to
$1.3 million in fiscal 1999 due principally to the effects of heightened  demand
for the Company's vital wheat gluten,  specialty and modified wheat proteins and
wheat  starches.  Lower  per  unit  costs  for  grain  also  contributed  to the
improvement.  These  conditions  partially  offset the impact of reduced selling
prices for the Company's  alcohol  products  resulting from the  continuation of
excess alcohol supplies throughout the industry.

         The bulk of the Company's sales are made direct to large  institutional
food and beverage  processors and distributors with respect to which the Company
has longstanding  relationships.  Sales to these customers are usually evidenced
by short term  agreements  that are  cancelable  within 30 days and under  which
products  are  usually  ordered,  produced,  sold and  shipped  within  60 days.
However, a substantial amount of the Company's fuel alcohol is sold under longer
term  contracts,  primarily  to cover  the  needs of  gasoline  refiners  during
September through April of each year. None of the Company's  customers accounted
for more than ten percent of the Company's  consolidated  revenues during fiscal
2000,  except  for a  distributor  of vital  wheat  gluten  that  accounted  for
approximately 14% of the Company's 2000 sales.

                                        1

         Historically,  the Company's  sales have not been  seasonal  except for
variations  affecting  alcohol and gluten  sales.  Fuel  alcohol  sales  usually
increase during the period August through March due to requirements of the Clean
Air Act which inhibit the sale of ethanol in certain areas of the country during
May 1 through  September 15 each year.  Certain  environmental  regulations also
favor greater use of ethanol  during the winter months of the year. See "Alcohol
Products- Fuel Grade Alcohol."  Beverage  alcohol sales tend to peak in the fall
as  distributors  order stocks for the holiday  season,  while gluten sales have
tended to increase to a minor  extent  during the second half of the fiscal year
as demand  increases for hot dog and hamburger buns and similar bakery products.
During the next year the Company may  experience  fluctuations  in wheat  gluten
sales due to the effects of quarterly  quotas on the import of wheat gluten into
the United States. See "Vital Wheat Gluten - Competition."

         For further information,  see the Consolidated  Financial Statements of
the Company and Management's  Discussion and Analysis of the Company's Financial
Condition and Results of  Operations  which appear at pages 18 through 24 of the
Annual Report.

Wheat Gluten

         The Company's wheat gluten  products  consist of vital wheat gluten and
specialty wheat proteins that are derived from vital wheat gluten. During fiscal
2000, the sale of specialty wheat proteins  increased by approximately  45% over
specialty  protein  sales in fiscal 1999, to  approximately  13% of total fiscal
2000 wheat gluten sales.

         Vital wheat gluten is a  free-flowing  light tan powder which  contains
approximately 75% to 80% protein.  Its vitality,  water absorption and retention
and  film-forming  properties  make it desirable as an  ingredient  in many food
products. It is the only commercially available high protein food additive which
possesses  vitality.  The vitality of the Company's  vital wheat gluten  results
from its elastic and cohesive  characteristics  when added to dough or otherwise
reconstituted with water.
<PAGE>
         Vital wheat  gluten is added by bakeries and food  processors  to baked
goods such as wheat breads,  and to pet foods,  cereals,  processed meats, fish,
and poultry to improve the nutritional content,  texture,  strength,  shape, and
volume  of the  product.  The  neutral  flavor  and color of wheat  gluten  also
enhances,  but  does not  change,  the  flavor  and  color of food.  It has been
increasingly  used in breads and pet foods.  The  cohesiveness and elasticity of
the gluten  enables the dough in wheat and other high protein breads to rise and
to support added  ingredients such as whole cracked grains,  raisins and fibers.
This allows the baker to make an array of different breads by varying the gluten
content of the dough.  Vital wheat gluten is also added to white breads, hot dog
and hamburger buns to improve the strength and cohesiveness of the product.  For
example, vital wheat gluten provides greater hinge strength for hot dog buns.

         In  recent  years the  Company  began  the  development  of a number of
specialty  wheat proteins for food and non-food  applications.  Specialty  Wheat
Proteins are derived from vital wheat  gluten  through a variety of  proprietary
processes  which  change the  molecular  structure of vital wheat  gluten.  Food
application   wheat  proteins  include  gliadin,   glutenin,   products  in  the
Wheatex(TM) and FP(TM) series and Pasta Power(TM). Non-food applications include
wheat  proteins  designed  for use  primarily in  cosmetics  and  personal  care
products and in biodegradable gluten resins that can be molded to form a variety
of biodegradable plastic-like objects.

         Food Applications

o    Gliadin and Glutenin  are the two  principal  molecules  that make up vital
     wheat gluten. The Company's patented process enables the separation of each
     for a variety of end uses.  Glutenin,  a large molecule responsible for the
     elastic  character of vital wheat  gluten,  increases the strength of bread
     doughs,  improves the freeze-thaw  characteristics of frozen doughs and may
     be used as a functional protein source in beef jerky-type products, as well
     as in meat extension. Gliadin, the smaller of the two molecules, is soluble
     in water and other liquids,  including alcohol,  and is responsible for the
     viscous properties of wheat gluten. Those  characteristics make it ideal to
     improve the texture of noodles and pastas. Gliadin is also used in a number
     of cosmetics and personal care products as described  below under "Non-Food
     Applications."
                                        2

o    Wheatex(TM)Series  consists of  texturized  wheat  proteins made from vital
     wheat  gluten by  changing  it into a  pliable  substance  through  special
     processing.  The resulting solid food product can be further  enhanced with
     flavoring  and  coloring and  reconstituted  with water.  Texturized  wheat
     proteins are used for meat,  poultry and fish  substitutes,  extenders  and
     binders.  Wheatex(TM)mimics the textural  characteristics and appearance of
     meat, fish and poultry products.  It is available in a variety of sizes and
     colors and can be easily formed into patties,  links or virtually any other
     shape the customer requires. Because of its neutral taste,  Wheatex(TM)will
     not alter  flavors  that are added to the  product.  It also has  excellent
     water-binding   capacities  for  the  retention  of  natural  meat  juices.
     Wheatex(TM)is  presently  being sold for  applications  in  vegetarian  and
     extended meat products.

o    FP(TM)  Series.  The Midsol FP(TM) series of products  consist of specialty
     wheat  proteins  each  tailored for use in a variety of food  applications.
     These  include  proteins  that  can be  used to  form  barriers  to fat and
     moisture  penetration to enhance the crispness and improve batter  adhesion
     in fried  products;  increase  the  freshness  and shelf life of frozen and
     refrigerated  dough products after they are baked;  effectively  bond other
<PAGE>
     ingredients in vegetarian  patties and extended meat products;  and fortify
     nutritional drinks.

o    Pasta  Power(TM)  is a specialty  wheat  protein  that is a  cost-effective
     replacement  for whole  eggs and egg  whites  and  enhances  the  strength,
     texture,  quality and  functionality  of fresh,  frozen and flavored  pasta
     products. The added strength enables the canning of pasta and its treatment
     with spices without significant  deterioration of the noodle or other pasta
     product, as in the case of canned spaghetti and similar products.

         Non-Food Applications

o    Cosmetics and Personal Care  Products.  Specialty  wheat  proteins  include
     proteins that have been  hydrolyzed or otherwise  altered to become soluble
     in water  and  other  liquids.  This  enables  their use in food as well as
     non-food cosmetic applications such as hair sprays,  shampoos, skin lotions
     and similar  products.  These  include Foam  Pro(TM),  a  hydrolyzed  wheat
     protein that has been  developed  as a foam  booster to  naturally  enhance
     detergent  systems such as shampoos,  liquid hand soaps and bath and shower
     gels;  Aqua  Pro(TM)II WAA, a solution of amino acids produced from natural
     wheat proteins that helps provide  excellent  moisturizing and film forming
     properties  in both hair and skin systems;  Aqua  Pro(TM)II WP, an additive
     for shampoo;  Aqua  Pro(TM)QWL,  which enhances the  functionality  of hair
     conditioners; and Aqua Pro(TM)II WG, which is a gliadin formulation that is
     used in hair and skin cleansers and conditioners.

o    Biodegradable Gluten Resins. Polytriticum(TM) 200 and Polytriticum(TM) 2000
     are the Company's environmentally friendly biodegradable gluten resins that
     can  be   molded   to   produce  a   variety   of   plastic-like   objects.
     Polytriticum(TM)  200 may be  used as a  commercial  raw  material  for the
     production  of  pet  foods  and  biodegradable  landscaping  materials  and
     Polytriticum(TM)  2000  has been  developed  for use in  disposable  eating
     utensils, golf tees, food and feed containers and similar type vessels.

         Although a number of the specialty  wheat proteins are being  marketed,
others are still in the test marketing or  development  stage.  Specialty  wheat
proteins are  accounting  for an increasing  share of the Company's  total wheat
gluten sales. During fiscal 2000 specialty wheat protein sales increased by 45%,
to  approximately  13% of total wheat  gluten  sales.  That share is expected to
continue to increase due to increased marketing and customer  recognition of the
advantages of these unique products and due to an expected increase in capacity.
In August 2000 the Board of  Directors  approved a plan to expand the  Company's
Wheatex production capacity with the construction of new facilities at a cost of
about  $6.05  million.  All of  these  initiatives  with the  Company's  overall
strategy to focus on the marketing and development of specialty wheat gluten and
starch  products  for use in unique  market  niches.  Specialty  wheat  proteins
generally  compete with other  ingredients and modified  proteins having similar
characteristics.

         The Company  produces vital wheat gluten from modernized  facilities at
the Atchison and Pekin plants. It is shipped  throughout the continental  United
States in bulk and in 50 to 100 pound bags. Approximately 14% of the

                                        3

<PAGE>
Company's  total  fiscal  2000 sales were made to a  distributor  for the bakery
industry, the Ben C. Williams Bakery Services Company, which in turn distributes
vital wheat gluten to  independent  bakeries.  The remainder is sold directly to
major food processors and bakeries.

         The Company believes its wheat gluten processing  operations  produce a
quality of vital wheat gluten and specialty  wheat proteins that are equal to or
better  than that of any others on the  market.  The  Company's  location in the
center of the United  States grain belt,  its  production  capacity and years of
operating experience,  enable it to provide a consistently high level of service
to customers.

         Competition-Vital  Wheat Gluten. The Company's principal competitors in
the U.S.  vital wheat gluten market  consist  primarily of three other  domestic
producers  and  producers  in the European  Union (the  "E.U."),  Australia  and
certain other regulated  countries (the "Foreign  Exporters").  Between June 30,
1994 and June 30, 1998,  the E.U. took an  increasingly  large share of the U.S.
gluten  market.  Imports of wheat gluten shipped into the United States from the
E.U. during the crop year ended June 30, 1995, were  approximately  51.9 million
pounds.  Those imports  increased to 70.2 million pounds in the crop year ending
June 30, 1996, to 91.1 million pounds in the crop year ending June 30, 1997, and
to 97.5 million  pounds in the crop year ending June 30, 1998,  for an aggregate
increase of 88%. Due to the  imposition  of import  quotas  beginning on June 1,
1998, U.S.  Customs data shows that E.U. imports declined to 65.5 million pounds
in the quota year ending May 31, 1999 and to 45.8 pounds (excluding  Poland) for
the quota year ending May 31,  2000.  The quota for the year ending May 31, 2001
is 60.7 million  pounds.  Due to pending  proceedings  which challenge the legal
validity of the quota,  it is  uncertain  as to whether the quota will  continue
through May 31,  2001.  However,  requests are expected to be made to extend the
quota for additional  periods,  which if satisfied could extend the quota beyond
May 31, 2001.

         Competition in the vital wheat gluten  industry is based primarily upon
price.  Since the increasing  surge of large,  subsidized  volumes of E.U. wheat
gluten into the U.S., vital wheat gluten prices have been primarily  affected by
(i)  excess  E.U.  capacity,  (ii) high  tariff  barriers,  subsidies  and other
protective  measures  ("Subsidies")  provided  to E.U.  exporters  by their host
governments, (iii) low U.S. tariffs and (iv) gluten import quotas. The Subsidies
and low U.S. tariffs  encouraged E.U. producers to expand wheat starch and wheat
gluten  production  capacity  and to continue  the  development  of even greater
capacities. Based on industry sources, during the years ending December 31, 1998
and 1999,  an estimated  160 million  pounds of  additional  E.U.  capacity were
completed and an estimated  additional 60 million  pounds of E.U.  capacity have
been  forecasted to be completed by December 31, 2000.  Until the  imposition of
quotas by the  President of the United  States  effective  June 1, 1998,  it was
expected that a majority of the excess wheat gluten production from these plants
would be targeted for shipment to the U.S.

         The Wheat  Gluten  Industry  Council  of the  United  States,  which is
principally  supported  by the  Company  and two  other  domestic  wheat  gluten
producers,  has  engaged  in a number of  initiatives  to combat  this  surge in
Subsidized  E.U.  wheat  gluten.  Initially  the Wheat Gluten  Industry  Council
attempted to establish equal  opportunity or a "level playing field" in the U.S.
market through  negotiations  under a Grains Agreement  between the E.U. and the
United States. A lack of meaningful  discussions was followed by an action under
Section  301  of  the  Trade  Act  of  1974.   Following  a  further   round  of
unsatisfactory  discussions  in  connection  with that action,  the Wheat Gluten
Council   initiated  a  second  proceeding  on  September  19,  1997,  with  the
International  Trade  Commission  of the United  States under section 201 of the
<PAGE>
Trade Act of 1974 (the "Section 201 Proceeding").

         The Section 201  Proceeding  met with success during the second half of
fiscal 1998. On March 18, 1998, the International Trade Commission  submitted to
the  President  a unanimous  affirmative  determination  that  "imports of wheat
gluten are being imported into the United States in such increased quantities as
to be a  substantial  cause of serious  injury to the  domestic  industry."  The
International Trade Commission also recommended to the President that a quota be
placed on imports of  foreign  wheat  gluten.  As a result of that  finding  and
recommendation  and  pursuant  to  Section  203 of the  Trade  Act of 1974,  the
President issued  Proclamation  7103, on May 30, 1998. The Proclamation  imposes
annual quantitative  limitations for three years on imports of wheat gluten from
the E. U. and other  Foreign  Exporters at an amount equal to the total  average
imports of wheat gluten shipped into the United States by the Foreign  Exporters
during the three crop years ended June 30,  1995.  The  aggregate  quota for the
first  year was 126.8  million  pounds.  Annual  increases  in that quota of six
percent  prevail in the second year and in the third year.  Due to violations of
the quota by the E.U.  during  the first  quota  year,  the  President  issued a
proclamation on May 29, 1999, that reduced the

                                        4

E.U.'s second year quota by the amount of illegally  shipped gluten in the first
year  and  placed  in  effect  other  measures   designed  to  preclude  further
violations.  Due to the  importation of the EU's entire annual amount allowed in
the first quarter of the second quota year and the shipment of large  quantities
of gluten through  Poland (a previously  exempt  country),  the President in May
2000, took further action.  That action restricted shipment of the annual amount
to one fourth of the  annual  amount in each of the four  quarters  of the quota
year. The action removed Poland from the list of exempted countries.  The quotas
for "goods  entered,  or withdrawn from warehouse for  consumption,  on or after
June 1, 2000" in millions of pounds are, per quarter, beginning June 1, 2001:

                                                Per Quarter
                                                -----------
                    Australia              17.525 million pounds
                    European Community     15.175 million pounds
                    Other Countries        2.925 million pounds

         In  fiscal  2000  a  proceeding   was  commenced  in  the  World  Trade
Organization  ("WTO")  to set aside the  action of the ITC in  establishing  the
quota.  The essential  basis of the claim was that the ITC and the President had
not used the appropriate  methodology in determining the cause of serious injury
to the U.S.  industry.  On June 28, 2000, the WTO dispute resolution panel ruled
in  favor  of the  claim.  The  decision  is being  appealed  by the U.S.  Trade
Representative.  Pending  resolution  of the  appeal,  the quota will  remain in
place. In the event the appeal is lost, it is uncertain as to the effect of such
an event on the quota,  since the ITC and the President could choose to commence
additional  proceedings  that  could  correct  the record and allow the quota to
remain in place.  In  addition,  it is  anticipated  that the U.S.  Wheat Gluten
Industry Council will seek an extension of the quota in order to cure past quota
violations and to provide the additional  time necessary to achieve the purposes
of the quota.

         Since the imposition of the quota,  the Company has focused its efforts
on  developing  and  increasing  the  production  and sales of  specialty  wheat
proteins.  These are niche products that are expected to be able to compete more
effectively  with  increased  foreign  imports  following  the end of the annual
quotas.  Although  the  Company  has made  significant  progress to this end, it
<PAGE>
believes  that it will need  additional  quota relief beyond May 30, 2001, to be
able to compete  effectively  in a market that is expected to be inundated  with
low cost subsidized foreign gluten following the end of the quota.

         The  Company's  sales of  vital  wheat  gluten  during  2000  increased
approximately  26% over gluten  sales in fiscal  1999 as the  Company  increased
production  to  respond  to the market  requirements  resulting  from the gluten
import quotas.  This increased  production , combined with  relatively low grain
prices and reduced  hedging costs,  enabled the Company's  gluten  operations to
provide the bulk of the Company's overall profitability for 2000.

Premium Wheat Starch

         Wheat  starch  constitutes  the  carbohydrate-bearing  portion of wheat
flour.  The  Company  produces  a pure  white  premium  wheat  starch  powder by
extracting  the  starch  from  the  starch  slurry  substantially  free  of  all
impurities  and  fibers  and then by spray,  flash or drum  drying  the  starch.
Premium  wheat  starch  differs  from low grade or B wheat  starches,  which are
extracted  along with  impurities and fibers and are used primarily as a binding
agent  for  industrial  applications,   such  as  the  manufacture  of  charcoal
briquettes.  The Company  does not  produce  low grade or B starches,  since its
integrated  processing facilities are able to process the remaining slurry after
the  extraction  of premium  wheat starch into  alcohol,  animal feed and carbon
dioxide.  Premium  wheat  starch  differs  from  corn  starch  in  its  granular
structure, color, granular size and name identification.

         A  substantial  portion of the  Company's  premium wheat starch is also
altered during processing to produce certain unique modified and specialty wheat
starches designed for special applications in niche markets.

         The Company's  premium wheat starches are used primarily as an additive
in a variety of food products to affect their appearance,  texture,  tenderness,
taste,  palatability,  cooking temperature,  stability,  viscosity,  binding and
freeze-thaw characteristics.  Important physical properties contributed by wheat
starch include whiteness,  clean flavor, viscosity and texture. For example, the
Company's  starches are used to improve the taste and mouth feel of cream puffs,
eclairs,  puddings,  pie fillings,  breadings and batters;  to improve the size,
symmetry and taste of angel food cakes; to alter the viscosity of soups,  sauces
and gravies;  to improve the freeze-thaw  stability and shelf life of fruit pies
and other
                                        5
frozen foods; to improve  moisture  retention in microwavable  foods; and to add
stability and to improve  spreadability  in frostings,  mixes,  glazes and sugar
coatings.  The  Company's  modified and  specialty  starches are also sold for a
number of  industrial  and  non-food  applications,  which  include  uses in the
manufacture of adhesives, paper coatings and carbonless paper.

         The  Company's   premium  wheat  starch  is  sold  nationwide  to  food
processors and distributors and for export, with the bulk of international sales
going to Japan,  Mexico and East Asian countries  which do not have  wheat-based
economies.




<PAGE>
         The Company  believes that it is the largest  producer of premium wheat
starch in the United  States.  Although  wheat starch enjoys a relatively  small
portion of the total United  States starch  market,  the market is one which has
experienced substantial growth over the years. Growth in the wheat starch market
reflects a growing  appreciation for the unique  characteristics of wheat starch
which  provide it with a number of advantages  over corn and other  starches for
certain  baking  and other end  uses.  The  Company  has  developed  a number of
different  modified and  specialty  wheat  starches and continues to explore the
development of additional  starch products with the view to increasing  sales of
value added modified and specialty starches.

         Premium  wheat  starch  competes  primarily  with  corn  starch,  which
dominates the United States market. Competition is based upon price, name, color
and  differing  granular  and  chemical  characteristics  which  affect the food
product in which it is used.  Premium wheat starch prices  usually enjoy a price
premium  over corn  starches  and low grade wheat  starches.  Wheat starch price
fluctuations  generally track the fluctuations in the corn starch market, except
in the case of modified and specialty  wheat  starches.  The wheat starch market
also usually permits pricing  consistent with costs which affect the industry in
general,  including  increased grain costs. The Company's  strategy is to market
its  premium  wheat   starches  in  special   market  niches  where  the  unique
characteristics  of premium  wheat starch or one of the  Company's  modified and
specialty  wheat starches are better suited to a customer's  requirements  for a
specific use.

         Starch sales and profitability for 2000 improved modestly over those of
1999,  due  primarily  to  strengthened  demand for the  Company's  modified and
specialty starches.

Alcohol Products

         The Company's  Atchison and Pekin plants  process corn and milo,  mixed
with the starch slurry from gluten and starch processing  operations,  into food
grade alcohol, fuel grade alcohol, animal feed and carbon dioxide.

         Food grade  alcohol,  or grain  neutral  spirits,  consists of beverage
alcohol and  industrial  food grade  alcohol  that are  distilled  to remove all
impurities  and all but  approximately  5% of the water  content  to yield  high
quality 190 proof alcohol. Fuel grade alcohol, or "ethanol," is a lower grade of
grain  alcohol that is distilled to remove all water to yield 200 proof  alcohol
suitable for blending with gasoline.

         Food Grade Alcohol

         Beverage  Alcohol.  Food grade beverage alcohol  consists  primarily of
grain  neutral  spirits  and  gin.  Grain  neutral  spirits  is  sold in bulk or
processed  into  vodka  and gin and sold in bulk  quantities  at  various  proof
concentrations to bottlers and rectifiers, which further process the alcohol for
sale to consumers under numerous labels.

         The Company  believes that in terms of fiscal 2000 net sales, it is one
of the three largest bulk sellers of grain neutral spirits, vodka and gin in the
United  States.  The Company's  principal  competitors  in the beverage  alcohol
market are Grain  Processing  Company  of  Muscatine,  Iowa and  Archer  Daniels
Midland of Decatur, Illinois. Beginning in 1997, competition in beverage markets
increased significantly as producers of fuel grade alcohol converted portions of
fuel grade production into food grade production. Competition is based primarily
upon  price  and  service,  and in the  case of gin,  formulation.  The  Company
believes that the centralized  location of its Illinois and Kansas  distilleries
<PAGE>
and the  capacity  of its dual  production  facilities  combine to  provide  the
Company with a customer service advantage within the industry.

                                        6

         Food Grade Industrial Alcohol.  Food grade alcohol which is not sold as
beverage  alcohol is  marketed  as food  grade  industrial  alcohol.  Food grade
industrial  alcohol is sold as an  ingredient  in foods (e.g.,  vinegar and food
flavorings), personal care products (e.g., hair sprays and deodorants), cleaning
solutions, biocides, insecticides, fungicides, pharmaceuticals, and a variety of
other products. Although grain alcohol is chemically the same as petroleum-based
or synthetic alcohol,  certain customers prefer a natural  grain-based  alcohol.
Food  grade  industrial  alcohol  is sold in tank  truck or rail car  quantities
direct to a number of  industrial  processors  from both the  Atchison and Pekin
plants.

         The Company is a minor competitor in the total United States market for
food  grade  industrial  alcohol,  which  is  dominated  by  petroleum-based  or
synthetic alcohol.  Food grade industrial alcohol prices are normally consistent
with prices for synthetic industrial alcohol.

         Food  grade   industrial   and  beverage   alcohol  sales  declined  by
approximately  $5.8  million  during  2000 and  $13.8  million  during  1999 due
primarily to continuing  decreased demand,  lower selling prices and excess food
grade  production  capacity  throughout  the  industry.  Although the effects of
declining  sales were  partially  offset by  reduced  grain  prices,  food grade
results for 2000 had a negative impact on the Company's 2000 profitability.  The
increased  industry-wide capacity for food grade alcohol is due to a large scale
conversion of fuel grade distillation equipment into food grade production. This
conversion followed an expansion of an abundance of fuel grade capacity that was
constructed in the early 1990s in  anticipation of the  implementation  of Clean
Air Act regulations  mandating  ethanol use that were  subsequently  reversed by
court order.

         Fuel Grade Alcohol

         Fuel grade alcohol,  which is commonly referred to as ethanol,  is sold
primarily for blending with gasoline to increase the oxygen and octane levels of
the gasoline. As an octane enhancer,  ethanol can serve as a substitute for lead
and petroleum based octane enhancers. As an oxygenate,  ethanol permits gasoline
to meet certain environmental  regulations and laws that regulate air quality by
reducing carbon  monoxide,  hydrocarbon  particulates  and other toxic emissions
generated from the burning of gasoline  ("toxics").  Because ethanol is produced
from grain, a renewable resource, it also provides a fuel alternative that tends
to reduce the country's dependence on foreign oil.

         Although  ethanol can be blended directly with gasoline as an oxygenate
to enable it to reduce toxic air emissions,  it also increases the volatility of
gasoline or its tendency to evaporate  and release  volatile  organic  compounds
("VOC's").  This latter  characteristic  has  precluded it from meeting  certain
Clean Air Act  requirements  for gasoline  that pertain to nine of the smoggiest
U.S. metropolitan areas during the summer months (May 1 through September 15).
 As a  consequence,  the demand for  ethanol  increases  during the period  from
August through March of each fiscal year as gasoline blenders acquire stocks for
blending with  gasoline to be marketed in the period  September 16 through April
30.



<PAGE>
         Since the  adoption of the Clean Air Act,  the  gasoline  industry  has
relied  primarily  upon  methyl  tertiary  butyl  ether  (MTBE) to reduce  toxic
emissions of air pollutants to meet the  requirements of the Act and related EPA
regulations. Ethanol is also used to a lesser extent during the cooler months of
the  year.  However,  the EPA has  recently  concluded  that the use of MTBE has
created a "significant and unacceptable  risk to drinking water and ground water
resources."  Concerns  have also been  raised  as to the  effectiveness  of MTBE
versus the  effectiveness  of Ethanol  as a reducer  of air  pollutants.  As the
result  of  these  concerns,  the EPA  commissioned  a "Blue  Ribbon  Panel"  to
investigate the matter and recommend solutions. In March 2000, the EPA announced
the recommendations of the Panel. The recommendations propose that the Clean Air
Act be amended to provide  the EPA with  authority  to  significantly  reduce or
eliminate the use of MTBE, and to "replace the 2 percent  oxygenate  requirement
in the  Clean Air Act with a  renewable  fuel  annual  average  content  for all
gasoline at a level that  maintains  the current  level of  renewable  fuel (1.2
percent of the gasoline  supply) and allows for  sustained  growth over the next
decade."  States  have  also  begun  to take  action  to curb  the use of  MTBE,
including  California,  which has adopted  regulations that will require a phase
out of the use of MTBE in that  state by  January  1,  2003.  The effect of such
requirements  and actions if adopted and implemented  would be to  significantly
increase demand for ethanol.  However,  to date no major actions have been taken
to  implement  or  promote  the use of  ethanol.  Accordingly,  there  can be no
assurance that ethanol will replace MTBE in any significant market.

                                        7

         The cost of  producing  ethanol has  historically  exceeded the cost of
producing  gasoline  and  gasoline  additives,  such as MTBE,  all of which  are
derived  from fossil  non-renewable  fuels such as  petroleum.  Accordingly,  to
encourage the production of ethanol for use in gasoline,  the Federal government
and  various  states  have  enacted  tax and other  incentives  designed to make
ethanol  competitive  with gasoline and gasoline  additives.  Under the internal
revenue  code,  and until the end of 2007,  gasoline  that has been  blended  in
qualifying  proportions  with ethanol  provide sellers of the blend with certain
income tax  credits  and excise tax  reductions  that  amount to up to $0.54 per
gallon of ethanol that is mixed with the gasoline (the "Federal Tax Credit").  A
mix of at least 10% ethanol by volume is required to receive the maximum credit.
Although  the Federal Tax Credit is not directly  available  to the Company,  it
allows the Company to sell its ethanol at prices competitive with less expensive
additives and gasoline.  From time to time legislation is proposed to eliminate,
reduce  or  extend  the  tax  benefits  enjoyed  by the  ethanol  industry,  and
indirectly by producers of the grain that is converted into ethanol. During 1998
legislation  was enacted that extended the credit through 2007,  with the credit
being reduced to $0.51 per gallon beginning in 2005.

         The Kansas  Qualified  Agricultural  Ethyl Alcohol  Producer  Incentive
Fund, which expires in 2001,  provides  incentives for sales of ethanol produced
in Kansas to gasoline  blenders.  Fiscal 2000 payments to the Company out of the
fund totaled  $427,000  for the ethanol  produced by the Company at the Atchison
plant during that year.

         The fuel grade alcohol market is dominated by Archer  Daniels  Midland,
with the  Company's  being the smaller of a few other larger second tier ethanol
producers.  The Company  competes with other  producers of fuel grade alcohol on
the basis of price and delivery service.

         Fuel grade  alcohol  sales  increased  by $7.4  million or 13.5% during
2000, due primarily to increased demand during the 4th quarter of fiscal 2000.

<PAGE>

         Alcohol By-Products

         The bulk of fiscal  2000  sales of  alcohol  by-products  consisted  of
distillers feeds.  Distillers feeds are the residue of corn, milo and wheat from
alcohol  processing  operations.  The  residue  is dried and sold  primarily  to
processors of animal feeds as a high protein additive. The Company competes with
other  distillers  of alcohol as well as a number of other  producers  of animal
food additives in the sale of distillers feeds and mill feeds.

         The  balance  of  alcohol  by-products  consists  primarily  of  carbon
dioxide.  During the production of alcohol, the Company traps carbon dioxide gas
that is emitted in the fermentation  process. The gas is purchased and liquefied
on site by two  principal  customers,  one at the Atchison  Plant and one at the
Pekin  Plant,  who own and operate  the carbon  dioxide  processing  and storage
equipment  under long term  contracts  with the Company.  The  liquefied  gas is
resold by these processors to a variety of industrial customers and producers of
carbonated beverages.

         Sales of alcohol by-products during fiscal 2000 declined by 9% relative
to 1999 sales,  due primarily to lower  selling  prices that resulted from lower
grain prices.

Flour and Other Mill Products

         The Company owns and operates a flour mill at the Atchison  plant.  The
mill's  output of flour is used  internally  to  satisfy a  majority  of the raw
material  needed for the  production  of vital wheat  gluten and  premium  wheat
starch.

         In addition to flour, the wheat milling process generates mill feeds or
"midds." Midds are sold to processors of animal feeds as a feed additive.

Transportation

         The Company's  output is  transported  to customers by truck,  rail and
barge  transportation  equipment,  most of which is provided by common  carriers
through arrangements made by the Company. The Company leases 389 rail cars which
may be  dispatched  on short  notice.  Shipment by barge is offered to customers
through barge loading  facilities on the Missouri and Illinois Rivers. The barge
facility on the Illinois River is adjacent to the Pekin plant and
                                        8

owned by the  Company.  The facility on the  Missouri  River,  which is not
company-owned, is approximately one mile from the Atchison plant.

Raw Materials

         The  Company's  principal  raw material is grain,  consisting of wheat,
which is processed into all of the Company's products,  and corn and milo, which
are processed into alcohol,  animal feed and carbon dioxide.  Grain is purchased
directly from surrounding  farms,  primarily at harvest time, and throughout the
year  from  grain  elevators.  Historically,  the cost of grain  is  subject  to
substantial  fluctuations  depending  upon a  number  of  factors  which  affect
commodity  prices in general,  including crop  conditions,  weather,  government
programs, and purchases by foreign governments.  Such variations in grain prices
have had and are expected to have from time to time significant  adverse effects
on the results of the Company's  operations.  This is primarily due to a variety
of  factors.  From  time to time  it has  been  difficult  for  the  Company  to
<PAGE>
compensate  for increases in grain costs through  adjustments  in prices charged
for the Company's  vital wheat gluten due to the surge of Subsidized  E.U. wheat
gluten,  whose artificially low prices are not affected by such costs.  Although
the three-year quota on imports of wheat gluten has temporarily  alleviated this
condition  to some  degree,  no  assurance  can be given that the effect will be
uniform  throughout  each crop year covered by the quota or that the market will
otherwise  adjust  following the lifting of the quota.  Also, fuel grade alcohol
prices,  which  historically  have tracked the cost of gasoline,  do not usually
adjust to rising grain costs. Excess industry-wide  alcohol capacities have also
depressed alcohol selling prices below historically normal margins.

         During  fiscal 2000 market prices for grain  continued to decline.  The
average  Kansas City market  price per bushel for corn and milo was $1.87 during
2000 and $1.98  during  1999,  while the average  Kansas City market price for a
bushel of wheat was $2.59 during 2000 versus  $2.86  during  1999.  Although the
continuation of low grain prices  contributed to the Company's positive earnings
in 2000,  excess  industry-wide  alcohol  capacities  continued  to restrict the
ability  of the  company to adjust the price of its  alcohol to  compensate  for
grain and other production costs.

         The  Company  engages in the  purchase  of  commodity  futures to hedge
economic risks  associated  with  fluctuating  grain and grain products  prices.
During  fiscal 2000,  the Company  hedged  approximately  11% of corn  processed
compared to 34% in 1999 and 22% of wheat processed  compared to 42% in 1999. 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  related  products  are sold.  For fiscal  2000,  raw
material  costs included a net loss of  approximately  $1.3 million on contracts
settled  during the year compared to a net loss of $3.5 million for fiscal 1999.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations - Market Risk" in the Annual Report.

Energy

         Because energy comprises a major cost of operations,  the Company seeks
to  assure  the  availability  of fuels for the  Pekin  and  Atchison  plants at
competitive prices.

         All of the natural gas demand for the Atchison plant is procured in the
open market from various suppliers. Depending on existing market conditions, the
Company has the ability to transport  the gas through a gas pipeline  owned by a
wholly-owned  subsidiary  of the Company.  The Atchison  boilers may also be oil
fired.

         In 1995  the  Company  entered  into a  long-term  arrangement  with an
Illinois utility to satisfy the energy needs of the Pekin, Illinois plant. Under
the  arrangement,  the utility  constructed  a new gas fired  electric and steam
generating  facility on ground leased from the Company.  The utility sells steam
and electricity to the Company,  generally at fixed rates, using gas procured by
the Company.
                                        9

Employees

         As of June 30,  2000,  the Company had 433  employees,  280 of whom are
covered  by two  collective  bargaining  agreements  with one labor  union.  One
agreement, that expires on August 31, 2002, covers 188 employees at the Atchison
Plant. The other agreement,  that expires in November, 2000, covers 92 employees
at the Pekin plant. As of June 30, 1999, the Company had 426 employees.
<PAGE>
         The Company  considers its relations  with its personnel to be good and
has not experienced a work stoppage since 1978.

Regulation

         The Company's  beverage and industrial  alcohol  business is subject to
regulation  by the Bureau of Alcohol,  Tobacco  and  Firearms  ("BATF")  and the
alcoholic  beverage  agencies  in  the  States  of  Kansas  and  Illinois.  Such
regulation  covers virtually every aspect of the Company's  alcohol  operations,
including production facilities,  marketing,  pricing, labeling,  packaging, and
advertising.  Food  products are also subject to regulation by the Food and Drug
Administration.  BATF regulation includes periodic BATF audits of all production
reports,  shipping  documents,  and  licenses to assure that proper  records are
maintained.  The Company is also required to file and maintain  monthly  reports
with the BATF of alcohol inventories and shipments.

         The Company is subject to  extensive  environmental  regulation  at the
federal, state and local levels. The regulations include the regulation of water
usage,  waste water  discharge,  disposal of hazardous  wastes and  emissions of
volatile  organic  compounds,  particulates  and other  substances into the air.
Under these  regulations the Company is required to obtain operating permits and
to submit  periodic  reports to  regulating  agencies.  During 1997 the Illinois
Environmental  Protection  Agency  commenced an action  against the Company with
respect to alleged  noncompliance  of the Pekin  Plant with  certain air quality
regulations. This action is further described under "Item 3. Legal Proceedings."
The Company has submitted an application to the Agency for  construction  of new
pollution  control equipment that is expected to bring emissions into compliance
with all applicable regulations.

Item 2.  Properties.

         The Company maintains the following  principal  plants,  warehouses and
office facilities:
<TABLE>
<CAPTION>
                                                                               Plant Area             Tract Area
        Location                        Purpose                               (in sq. ft.)            (in acres)
        --------                        -------                              --------------          -----------
<S>                          <C>                                               <C>                      <C>
    Atchison, Kansas            Principal executive offices,
                                grain processing, warehousing,
                                and research and quality
                                control laboratories.                             494,640                  25

     Pekin, Illinois            Grain processing, warehousing,
                                and quality control laboratories.                 462,926                  49
</TABLE>
         Except as otherwise  reflected  under Item 1, the facilities  mentioned
above  are  generally  in good  operating  condition,  are  currently  in normal
operation,  are  generally  suitable  and  adequate  for the  business  activity
conducted therein, and have productive  capacities  sufficient to maintain prior
levels of  production.  Except as otherwise  reflected  under Item 1, all of the
plants, warehouses and office facilities are owned. Although none are subject to
any major  encumbrance,  the  Company  has entered  into loan  agreements  which
contain covenants against the pledging of such facilities to others. The Company
also  owns   transportation   equipment  and  a  gas  pipeline  described  under
Transportation and Energy.
                                       10

<PAGE>
Item 3.   Legal Proceedings.

         On April 13, 1997, an  administrative  proceeding was filed against the
Company's  Illinois  subsidiary before the Illinois Pollution Control Board (the
"Board"),   by  the  Illinois   Attorney  General  on  behalf  of  the  Illinois
Environmental  Protection Agency (the "Agency").  The proceeding  relates to the
Company's  installation  and  operation  of two feed  dryers at its  facility in
Pekin,  Illinois.  The Complaint  alleges that the dryers exceed the particulate
emission  limitations  specified in the construction permits for the units; that
the dryers are being operated  without  operating  permits;  and that the dryers
were  constructed  without  a  Prevention  of  Significant  Deterioration  (PSD)
construction  permit setting forth a best available control technology  ("BACT")
emission  limitation.  The Complaint seeks a Board order ordering the Company to
cease and desist from  violations of the Illinois  Environmental  Protection Act
and associated  regulations,  assessing a civil penalty,  and awarding the state
its attorneys fees.

         The  Company  has  filed an Answer  before  the  Board  admitting  that
compliance  tests have shown  particulate  emissions in excess of the limits set
forth in the  construction  permits,  but denying the  remainder  of the State's
claims.  Since the time  operational  problems were  discovered with the dryers'
pollution  control  equipment,  the Company has been  conferring and negotiating
with the  Agency on the  issues  involved  in the  Complaint.  The  Company  has
submitted an application to the Agency for construction of new pollution control
equipment for the dryers, at an estimated cost of approximately $1.0 million. It
is anticipated  that the new equipment will bring emissions into compliance with
all applicable  limitations.  The Company is currently  engaged in supplementing
its  application  with  additional  information  that has been  requested by the
Agency.

         Proceedings under the Complaint are being held in abeyance by agreement
of the  parties  pending  completion  of a review by the State of the  Company's
application  and  completion  of  the  Company's  compliance  activities.   Once
compliance has been achieved,  the Company anticipates  negotiating a settlement
of the  remainder  of the  State's  claims.  Based  on the  circumstances  and a
preliminary  review of  decisions  by the Board in air  pollution  matters,  the
Company  does not  believe  that any such  settlement  will be  material  to the
business or financial condition of the Company.

         There are no other legal proceedings  pending as of June 30, 2000 which
 the Company  believes to be  material.  Legal  proceedings  which are  pending,
 including the proceeding with the Illinois Environmental Protection Agency
described  above,  are  believed by the  Company to consist of matters  normally
incident to the  business  conducted  by the  Company and taken  together do not
appear material.

Item 4.  Submissions of Matters to a Vote of Security Holders.

         No matters  have been  submitted to a vote of  stockholders  during the
fourth quarter of fiscal year covered by this report.







                                       11

<PAGE>
                                     PART II
Item 5.  Market for Registrants Common Equity and Related Stockholders Matters.

         The Common Stock of the Company has been traded on the NASDAQ  National
Market System under the symbol MWGP since November 1988.

         The following  table below  reflects the high and low closing prices of
the Common  Stock for each quarter of fiscal 2000 and 1999 Cash  dividends  have
not been paid since the end of 1995.
                                                              Sales Price
                                                              -----------
                                                             High      Low
     2000:                                                   ----      ---
         First Quarter................................    $ 11.50     $ 9.38
         Second Quarter...............................       9.75       7.00
         Third Quarter................................       9.25       6.38
         Fourth Quarter...............................       8.63       6.13
     1999:
         First Quarter................................    $ 14.63    $ 10.00
         Second Quarter..............................       14.75      10.25
         Third Quarter...............................       14.63      10.00
         Fourth Quarter...............................      11.63       9.00

         At June 30, 2000 there were  approximately  1,000  holders of record of
the Company's Common Stock. It is believed that the Common Stock is held by more
than 2,000 beneficial owners.

Item 6.  Selected Financial Data.

         Incorporated by reference to the information  under Selected  Financial
Information on page 17 of the Annual Report, a copy of which page is included in
Exhibit 10(c) to this Report.

     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations.

         Incorporated  by  reference  to  the  information   under   Managements
Discussion  and Analysis of Financial  Condition  and Results of  Operations  on
pages 18 through 24 of the Annual Report,  copies of which pages are included in
Exhibit 10(c) to this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         Incorporated  by  reference  to  the  information   under   Managements
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Market Risk on pages 23 of the Annual  Report,  copies of which page is included
in Exhibit 10(c) to this Report.

Item 8.  Financial Statements and Supplementary Data.

         Incorporated by reference to the consolidated  financial statements and
related notes on pages 25 through 36 of the Annual Report, copies of which pages
are included in Exhibit 10(c) to this Report.

Item 9. Changes in and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure.
                       Not applicable.

                                       12
<PAGE>
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

         The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

Name                                     Age             Position
----                                     ---             --------
<S>                                     <C>            <C>
Cloud L. Cray, Jr.                       77              Chairman of the Board and Director

Laidacker M. Seaberg                     54              President, Chief Executive Officer and Director

Sukh Bassi, Ph.D.                        59              Vice President, Research and Development

Robert G. Booe                           63              Vice President, Finance and Administration, Controller,
                                                         Treasurer and Chief Financial Officer

Gerald Lasater                           62              Vice President, Export Marketing and Sales

Marta L. Myers                           40              Secretary and Administrative Assistant to the President

Steven J. Pickman                        47              Vice President, Corporate Relations

David E. Rindom                          45              Vice President, Human Resources

Randy M. Schrick                         50              Vice President, Operations and Director


Dennis E. Sprague                        54              Vice President, Alcohol and Feed Products Marketing and
                                                         Sales

William R. Thornton                      48              Vice President, Quality Management

Michael J. Trautschold                   52              Executive Vice President, Marketing and Sales

Michael Braude                           64              Director

Michael R. Haverty                       54              Director

F.D. "Fran" Jabara                       75              Director

Linda E. Miller                          47              Director

Robert J. Reintjes                       68              Director

Daryl R. Schaller, Ph.D.                 56              Director
</TABLE>


     Mr. Cray, Jr. has been a Director since 1957, and has served as Chairman of
the  Board  since  1980.  He  served  as Chief  Executive  Officer  from 1980 to
September,  1988,  and has been an officer of the Company and its affiliates for
more than thirty years.

                                       13

<PAGE>
     Mr.  Seaberg,  a Director  since  1979,  joined the Company in 1969 and has
served as the President of the Company since 1980 and as Chief Executive Officer
since September, 1988. He is the son-in-law of Mr. Cray, Jr.

     Dr. Bassi has served as Vice  President of Research and  Development  since
1985,  and Vice  President - Specialty  Ingredients  Marketing and Sales between
1998 and 2000. He previously served as Technical  Director from 1989 to 1998 and
Vice President - Vital Wheat Gluten  Marketing  from 1992 to 1998.  From 1981 to
1992 he was Manager of the Vital Wheat Gluten  Strategic  Business  Unit. He was
previously a professor of biology at Benedictine College for ten years.

     Mr.  Booe has  served as Vice  President,  Treasurer  and  Chief  Financial
Officer  of the  Company  since  1988.  He  joined  the  Company  in 1966 as its
Treasurer  and became  the  Controller  and  Treasurer  in 1980.  In 1992 he was
assigned the additional task of Vice President - Administration.

     Mr.  Lasater  joined the Company in 1962. He has served as Vice President -
Export Marketing and Sales since 1998. Previously, he served as Vice President -
Starch Marketing from 1992 to 1998. Prior to that he served as Vice President in
charge of the Wheat Starch Strategic Business Unit.

     Ms.  Myers joined the Company in 1996.  She has served as  Secretary  since
October  1996 and as  Administrative  Assistant  to the  President  since  1999.
Previously she was executive secretary for Superintendent of Schools for Unified
School District 409, Atchison, Kansas.

     Mr.  Pickman  joined the Company in 1985. He has served as Vice  President,
Corporate  Relations since June, 2000.  Previously he was Executive  Director of
Corporate  Relations from 1999 to June 2000 and prior to that Corporate Director
of  Public  and  Investor  Relations.  Between  1985 and 1989 he  served  as the
Director of Public  Relations  and  Marketing  Administration  for the Company's
former subsidiary, McCormick Distilling Company, Weston, Missouri.

     Mr.  Rindom  joined the Company in 1980.  He has served as Vice  President,
Human  Resources  since June 2000. He was Corporate  Director of Human Relations
from 1992 to June  2000,  Personnel  Director  from  1988 to 1992 and  Assistant
Personnel Director from 1984 to 1988.

     Mr.  Schrick,  a Director  since 1987,  joined the Company in 1973.  He has
served as Vice President - Operations since 1992. From 1984 to 1992 he served as
Vice President and General Manager of the Pekin plant.  From 1982 to 1984 he was
the Plant Manager of the Pekin Plant.  Prior to 1982, he was Production  Manager
at the Atchison plant.

     Mr.  Sprague  joined the  Company in  October  1998.  He has served as Vice
President,  Alcohol and Feed Products since June, 2000. Previously, he served as
Vice President,  Corporate Marketing and Sales. Prior to joining the Company, he
held a variety of management,  sales and plant operations  positions with Joseph
E. Seagrams & Sons, Inc.

     Mr. Thornton joined the Company in 1994. He has served as Vice President of
Quality  Management  since  June  2000.  He was  Corporate  Director  of Quality
Management from 1997 to June 2000 and Corporate  Director of Continuous  Quality
Improvement from 1994 to 1997.

     Mr.  Trautschold  joined the Company in September 2000. He has served since
then as Executive Vice  President of Marketing and Sales.  He was Vice President
of  Product   Strategy  in  the  Consumer  direct  Division  of  Schwan's  Sales
Enterprises,  Inc. from 1999 to September  2000 and Vice  President of Corporate
<PAGE>
Marketing Services for ConAgra, Inc. prior to that time.

     Mr. Braude has been a Director  since 1991 and is a member of the Audit and
Human  Resources  Committees.  He has been the  President  and  Chief  Executive
Officer of the Kansas City Board of Trade, a commodity futures  exchange,  since
1984.  Previously  he was  Executive  Vice  President  of American  Bank & Trust
Company of Kansas City. Mr. Braude is a director of NPC International,  Inc., an
operator of numerous  Pizza Hut and other quick service  restaurants  throughout
the United States, Country Club Bank, Kansas City, Missouri and National Futures
Association,

                                       14

a member and immediate  Past Chairman of the National  Grain Trade Council and a
trustee  of the  University  of  Missouri-Kansas  City and of  Midwest  Research
Institute.

     Mr.  Haverty,  has been a director  since October 13, 1999. He has been the
Executive Vice President of Kansas City Southern Industries,  Inc. and President
and Chief  Executive  Officer of The Kansas City Southern  Railway Company since
1995. Mr. Haverty  previously  served as Chairman and Chief Executive Officer of
Haverty  Corporation from 1993 to May, 1995,  acted as an independent  executive
transportation  adviser from 1991 to 1993 and was President and Chief  Operating
Officer of The Atchison,  Topeka and Santa Fe Railway Company from 1989 to 1991.
He is also a  director  of  Kansas  City  Southern  Industries,  Inc.  and Grupo
Transportacion Ferroviaria Mexicana, S.A. de C.V.

     Mr. Jabara has been a director  since  October 6, 1995,  and is a member of
the Audit  Committee and Human Resources  Committees.  He is President of Jabara
Ventures  Group, a venture  capital firm.  From September 1949 to August 1989 he
was a distinguished professor of business at Wichita State University,  Wichita,
Kansas.  He is  also a  director  of  Commerce  Bank,  Wichita,  Kansas  and NPC
International,  Inc., an operator of numerous  Pizza Hut and other quick service
restaurants throughout the United States.

     Ms. Miller has been a director since June 2000 and is a member of the Audit
and Human Resources  committees.  She is an independent marketing consultant and
has been a Program  Director of the  University  of Kansas  School of Journalism
since  1996.  She  was  Marketing  Director  of the  American  Business  Women's
Association , Kansas City, Missouri from 1990 to 1996.

     Mr.  Reintjes has been a director  since 1986, and is Chairman of the Audit
Committee and a member of the Nominating and Human Resources Committees.  He has
served as President of Geo. P. Reintjes Co., Inc., of Kansas City, Missouri, for
the past 23 years.  The Geo. P. Reintjes Co., Inc. is engaged in the business of
refractory  construction.  He is a director of Butler  Manufacturing  Company, a
manufacturer of pre-engineered buildings, and Commerce Bank of Kansas City.

     Dr.  Schaller has been a director since  October,  1997, and is Chairman of
the  Human  Resources  Committee  and a  member  of  the  Audit  and  Nominating
Committees.  He retired from  Kellogg Co. in 1996 after 25 years of service.  He
served Kellogg as its Senior Vice President -- Scientific Affairs from 1994, and
previously  was Senior Vice  President -- Research,  Quality and  Nutrition  for
Kellogg.





<PAGE>
         The Board of Directors is divided into two groups  (Groups A and B) and
three classes.  Group A directors are elected by the holders of Common Stock and
Group B directors  are elected by the holders of Preferred  Stock.  One class of
directors  is elected at each  annual  meeting of  stockholders  for  three-year
terms. The present directors' terms of office expire as follows:

       Group A Directors  Term Expires   Group B Directors         Term Expires
       -----------------  ------------   -----------------         ------------
       Mr. Jabara          2000          Mr. Cray, Jr.                  2001
       Mr. Haverty         2002          Mr. Reintjes                   2001
       Ms. Miller          2001          Mr. Braude                     2000
       Dr. Schaller        2000          Mr. Schrick                    2002
                                         Mr. Seaberg                    2002

Item 11.   Executive Compensation.

           Incorporated  by  reference  to  the  information   under  "Executive
Compensation" on pages 6 through 10 of the Proxy Statement.

                                       15

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

           Incorporated  by  reference  to  the  information   under  "Principal
Stockholders" beginning on page 11 and 12 of the Proxy Statement.


Item 13.   Certain Relationships and Related Transactions.

           None.
                                                          PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.

           The following documents are filed as part of this report:

                 (a) Financial Statements:

                     Auditors' Report on Financial Statements.
                     Consolidated Balance Sheets at June 30, 2000 and 1999.
                     Consolidated Statements of Income - for the Three Years
                         Ended June 30, 2000, 1999 and 1998.
                     Consolidated Statements of Stockholders' Equity for the
                         Three Years Ended June 30, 2000, 1999 and 1998.
                     Consolidated  Statements of Cash Flow - for the Three Years
                     Ended June 30, 2000,  1999 and 1998.  Notes to Consolidated
                     Financial Statements.

                     The foregoing  have been  incorporated  by reference to the
Annual Report as indicated under Item 8.

                 (b) Financial Statement Schedules:

                     Auditors' Report on Financial Statement Schedules:
                     VIII  -  Valuation and Qualifying Accounts

                     Allother   schedules  are  omitted  because  they  are  not
                        applicable  or  the  information  is  contained  in  the
                        Consolidated Financial Statements or notes thereto.
<PAGE>
                 (c) Exhibits:

                 Exhibit No.                 Description
                 -----------                 -----------
                    3(a) Articles of Incorporation of the Company  (Incorporated
                         by  reference   to  Exhibit   3(a)  of  the   Company's
                         Registration Statement No. 33-24398 on Form S-1).

                    3(b) Bylaws of the Company  (Incorporated  by  reference  to
                         Exhibit 3(b) of the  Company's  Registration  Statement
                         No. 33-24398 on Form S-1).

                    4(a) Copy of Note  Agreement  dated as of  August  1,  1993,
                         providing  for the  issuance and sale of $25 million of
                         6.68%  term  notes  ("Term  Notes",   incorporated   by
                         reference  to Exhibit  4.1 to the  Company's  Report on
                         Form 10-Q for the quarter ended September 30, 1993).

                    4(b) Copy of Term Notes dated August 27, 1993  (incorporated
                         by reference to Exhibit 4.2 to the Company's  Report on
                         Form 10-Q for the quarter ended September 30, 1993).

                                       16

                 Exhibit No.                    Description
                 -----------                    -----------
                    4(c) Copy of Sixth  Amended  Line of Credit  Loan  Agreement
                         providing  for the Issuance of a Line of Credit Note in
                         the amount of $20,000,000 (incorporated by reference to
                         Exhibit  4.3 to the  Company's  Report on Form 10-Q for
                         the quarter ended December 31, 1999).

                    4(d) Copy of Line of Credit Note Under Sixth Amended Line of
                         Credit Loan  Agreement  (incorporated  by  reference to
                         Exhibit  4.4 to the  Company's  Report on Form 10-Q for
                         the quarter ended December 31, 1999) .

                    9(a) Copy of Cray Family Trust (Incorporated by reference to
                         Exhibit 1 of  Amendment  No. 1 to Schedule 13D of Cloud
                         L. Cray, Jr. dated November 17, 1995).

                    10(a)Summary of informal  cash bonus plan  (incorporated  by
                         reference  to the summary  contained  in the  Company's
                         Proxy  Statement  dated  September  17, 2000,  which is
                         incorporated  by  reference  into Part III of this Form
                         10-K).

                    10(b)Executive  Stock  Bonus Plan as amended  June 15,  1992
                         (incorporated  by  reference  to  Exhibit  10(b) to the
                         Company's Form 10-K for the year ended June 30, 1992).

                    10(c)Information  contained in the Midwest  Grain  Products,
                         Inc.  2000  Annual  Report  to  Stockholders   that  is
                         incorporated herein by reference.

                    10(d)Copy of Midwest Grain  Products,  Inc. Stock  Incentive
                         Plan  of  1996,  as  amended  as  of  August  26,  1996
                         (incorporated  by  reference  to  Exhibit  10(d) to the
                         Company's Form 10-K for the year ended June 30, 1996).
<PAGE>
                    10(e)Copy of  amendment  to  Midwest  Grain  Products,  Inc.
                         Stock Incentive Plan of 1996 (incorporated by reference
                         to  Exhibit  10.1 to the  Company's  Form  10-Q for the
                         quarter ended September 30, 1998).

                    10(f)Form of Stock  Option  with  respect  to stock  options
                         granted under the Midwest Grain  Products,  Inc.  Stock
                         Incentive  Plan of 1996  (incorporated  by reference to
                         Exhibit 10(e) to the  Company's  Form 10-K for the year
                         ended June 30, 1996).

                    10(g)Copy of Midwest Grain Products,  Inc. 1996 Stock Option
                         Plan for Outside Directors, as amended as of August 26,
                         1996 (incorporated by reference to Exhibit 10(f) to the
                         Company's Form 10-K for the year ended June 30, 1996).

                    10.(h) Copy of amendment  to Midwest  Grain  Products,  Inc.
                         1996   Stock   Option   Plan  for   Outside   Directors
                         (incorporated  by  reference  to  Exhibit  10.2  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).

                    10(g)Copy  of  Midwest  Grain  Products,   Inc.  1998  Stock
                         Incentive Plan for Salaried Employees  (incorporated by
                         reference  to  Appendix  A to the  Company's  Notice of
                         Annual Meeting and Proxy  Statement dated September 17,
                         2000, filed with the Securities and Exchange Commission
                         on September 15, 2000).

                    10(h)Form of Stock  Option  with  respect  to stock  options
                         granted  under the Midwest  Grain  Products,  Inc. 1998
                         Stock    Incentive   Plan   for   Salaried    Employees
                         (incorporated  by  reference  to  Exhibit  10(e) to the
                         Company's Form 10-K for the year ended June 30, 1996).

                                       17

                 Exhibit No.                             Description
                 -----------                             -----------
                    10(i)Copy of  amendments  to Options  granted  under Midwest
                         Grain Products,  Inc. Stock Option Plans  (incorporated
                         by reference to Exhibit 10.3 to the Company's Form 10-Q
                         for the quarter ended September 30, 1998).

                    10(j)Form of  Option  Agreement  for the  grant  of  Options
                         under the  Midwest  Grain  Products,  Inc.  1996  Stock
                         Option   Plan  for   Outside   Directors,   as  amended
                         (incorporated  by  reference  to  Exhibit  10.4  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).

                    10.5 Form of  Amended  Option  Agreements  for the  grant of
                         Options  under the Midwest  Grain  Products,  Inc. 1998
                         Stock    Incentive   Plan   for   Salaried    Employees
                         (incorporated  by  reference  to  Exhibit  10.5  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).


<PAGE>
                    10.6 Form of Option Agreement for the grant of Options under
                         the Midwest Grain  Products,  Inc. Stock Incentive Plan
                         of 1996, as amended.

                    22   Subsidiaries  of the Company  other than  insignificant
                         subsidiaries:

                                                         State of Incorporation
                         Subsidiary                         or Organization
                         ----------                         ---------------
                   Midwest Grain Pipeline, Inc.                Kansas
                   Midwest Grain Products of Illinois, Inc.    Illinois

                    23   Consent of Baird, Kurt & Dobson.

                    25   Powers  of  Attorney   executed  by  all  officers  and
                         directors of the Company who have signed this report on
                         Form 10-K  (incorporated  by reference to the signature
                         pages of this report).

                    27   Midwest Grain Products  Financial Data Schedule at June
                         30, 2000 and for the year then ended.

         No reports on Form 8-K have been filed  during the  quarter  ended June
30, 2000.































                                       18


<PAGE>
                                   SIGNATURES

         Pursuant to requirements  of Section 13 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, in the city of Atchison, State of
Kansas, on this 19 th day of September, 2000.
                                       MIDWEST GRAIN PRODUCTS, INC.

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Cloud L. Cray, Jr.,  Laidacker M. Seaberg
and Robert G. Booe 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 reports of
the  Registrant on Form 10-K and to sign any and all  amendments to such reports
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  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>

            Name                               Title                                       Date
            ----                               -----                                       ----
<S>                                   <C>                                         <C>
 s/Laidacker M. Seaberg                 President (Principal
-----------------------------------
    Laidacker M. Seaberg                Executive Officer) and Director             September 19, 2000

 s/Robert G. Booe                       Vice President, Treasurer
-----------------------------------
    Robert G. Booe                      and Controller (Principal
                                        Financial and Accounting Officer)           September 19, 2000
 s/Michael Braude
    Michael Braude                      Director                                    September 19, 2000

 s/ Cloud L. Cray, Jr.                  Director
-----------------------------------
    Cloud L. Cray, Jr.                                                              September 19, 2000

 s/Michael R. Haverty                   Director                                    September 19,2000
-----------------------------------
     Michael R. Haverty

 s/ F.D. "Fran" Jabara                  Director
-----------------------------------
    F. D. "Fran" Jabara                                                             September 19, 2000
<PAGE>
 s/Linda E. Miller                      Director                                    September 19, 2000
-----------------------------------
     Linda E. Miller

 s/Robert J. Reintjes                   Director
-----------------------------------
    Robert J. Reintjes                                                              September 19, 2000

 s/Randy M. Schrick                     Director                                    September 19, 2000
-----------------------------------
    Randy M. Schrick

 s/Daryl R. Schaller                    Director
-----------------------------------
      Daryl  R. Schaller                                                            September 19, 2000
</TABLE>


                                       19








































<PAGE>




















                          MIDWEST GRAIN PRODUCTS, INC.

                   Consolidated Financial Statement Schedules
                                   (Form 10-K)

                          June 30, 2000, 1999 and 1998

                         (With Auditors' Report Thereon)





























                                       S-1

<PAGE>

 [LOGO]
                                               City Center Square
                                               1100 Main Street, Suite 2700
                                               Kansas City, Missouri 64105-2112
         Baird, Kurtz & Dobson                 816 221-6300 FAX 816 221-6380
-------------------------------------------------------------------------------
                                               bkd.com

                        REPORT OF INDEPENDENT ACCOUNTANTS

                         ON FINANCIAL STATEMENT SCHEDULE



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


     In connection with our audit of the  consolidated  financial  statements of
MIDWEST  GRAIN  PRODUCTS,  INC.  for each of the three years in the period ended
June 30, 2000, we have also audited the following  financial statement schedule.
This  financial  statement  schedule  is the  responsibility  of  the  Company's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement  schedule based on our audits of the basic financial  statements.  The
schedule is presented for purposes of complying with the Securities and Exchange
Commission's   rules  and  regulations  and  is  not  a  required  part  of  the
consolidated financial statements.

     In our opinion,  the financial  statement  schedule referred to above, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.



                                               S/BAIRD, KURTZ & DOBSON


Kansas City, Missouri
September 8, 2000

Solutions for Success

                              Member of Moores Rowland International      [Logo]
                              an association of independent
                              accounting firms throughout the world








                                       S-2


<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.

                VIII.  VALUATION AND QUALIFYING ACCOUNTS



                               Additions
                          -------------------
                 Balance, Charged to  Charged            Balance,
                Beginning Costs and  to Other Deductions  End of
                of Period  Expenses  Accounts Write-Offs  Period
                --------- ---------- --------- --------- --------
                                 (In Thousands)

Year Ended
 June 30, 2000
  Allowance for
   doubtful
   accounts       $ 285       $202     ---        $ 235   $ 252

Year Ended
 June 30, 1999
  Allowance for
   doubtful
   accounts       $ 285     $1,037     ---       $1,037   $ 285


Year Ended
 June 30, 1998
  Allowance for
   doubtful
   accounts       $ 285      $  53     ---        $  53   $ 285























                                       S-3


<PAGE>
                                  EXHIBIT INDEX

                 Exhibit No.                     Description
                 -----------                     -----------
                    3(a) Articles of Incorporation of the Company  (Incorporated
                         by  reference   to  Exhibit   3(a)  of  the   Company's
                         Registration Statement No. 33-24398 on Form S-1).

                    3(b) Bylaws of the Company  (Incorporated  by  reference  to
                         Exhibit 3(b) of the  Company's  Registration  Statement
                         No. 33-24398 on Form S-1).

                    4(a) Copy of Note  Agreement  dated as of  August  1,  1993,
                         providing  for the  issuance and sale of $25 million of
                         6.68%  term  notes  ("Term  Notes",   incorporated   by
                         reference  to Exhibit  4.1 to the  Company's  Report on
                         Form 10-Q for the quarter ended September 30, 1993).


                    9(a) Copy of Cray Family Trust (Incorporated by reference to
                         Exhibit 1 of  Amendment  No. 1 to Schedule 13D of Cloud
                         L. Cray, Jr. dated November 17, 1995).

                    10(a)Summary of informal  cash bonus plan  (incorporated  by
                         reference  to the summary  contained  in the  Company's
                         Proxy  Statement  dated  September  17, 2000,  which is
                         incorporated  by  reference  into Part III of this Form
                         10-K).

                    10(b)Executive  Stock  Bonus Plan as amended  June 15,  1992
                         (incorporated  by  reference  to  Exhibit  10(b) to the
                         Company's Form 10-K for the year ended June 30, 1992).

                    10(c)Information  contained in the Midwest  Grain  Products,
                         Inc.  2000  Annual  Report  to  Stockholders   that  is
                         incorporated herein by reference.

                    10(d)Copy of Midwest Grain  Products,  Inc. Stock  Incentive
                         Plan  of  1996,  as  amended  as  of  August  26,  1996
                         (incorporated  by  reference  to  Exhibit  10(d) to the
                         Company's Form 10-K for the year ended June 30, 1996).

                    10(e)Copy of  amendment  to  Midwest  Grain  Products,  Inc.
                         Stock Incentive Plan of 1996 (incorporated by reference
                         to  Exhibit  10.1 to the  Company's  Form  10-Q for the
                         quarter ended September 30, 1998).

                    10(f)Form of Stock  Option  with  respect  to stock  options
                         granted under the Midwest Grain  Products,  Inc.  Stock
                         Incentive  Plan of 1996  (incorporated  by reference to
                         Exhibit 10(e) to the  Company's  Form 10-K for the year
                         ended June 30, 1996).

                    10(g)Copy of Midwest Grain Products,  Inc. 1996 Stock Option
                         Plan for Outside Directors, as amended as of August 26,
                         1996 (incorporated by reference to Exhibit 10(f) to the
                         Company's Form 10-K for the year ended June 30, 1996).


<PAGE>
                    10.(h) Copy of amendment  to Midwest  Grain  Products,  Inc.
                         1996   Stock   Option   Plan  for   Outside   Directors
                         (incorporated  by  reference  to  Exhibit  10.2  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).

                    10(g)Copy  of  Midwest  Grain  Products,   Inc.  1998  Stock
                         Incentive Plan for Salaried Employees  (incorporated by
                         reference  to  Appendix  A to the  Company's  Notice of
                         Annual Meeting and Proxy  Statement dated September 17,
                         2000, filed with the Securities and Exchange Commission
                         on September 15, 2000).

                    10(h)Form of Stock  Option  with  respect  to stock  options
                         granted  under the Midwest  Grain  Products,  Inc. 1998
                         Stock    Incentive   Plan   for   Salaried    Employees
                         (incorporated  by  reference  to  Exhibit  10(e) to the
                         Company's Form 10-K for the year ended June 30, 1996).

                    10(i)Copy of  amendments  to Options  granted  under Midwest
                         Grain Products,  Inc. Stock Option Plans  (incorporated
                         by reference to Exhibit 10.3 to the Company's  Form 10-
                         Q for the quarter ended September 30, 1998).

                    10(j)Form of  Option  Agreement  for the  grant  of  Options
                         under the  Midwest  Grain  Products,  Inc.  1996  Stock
                         Option   Plan  for   Outside   Directors,   as  amended
                         (incorporated  by  reference  to  Exhibit  10.4  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).

                    10.5 Form of  Amended  Option  Agreements  for the  grant of
                         Options  under the Midwest  Grain  Products,  Inc. 1998
                         Stock    Incentive   Plan   for   Salaried    Employees
                         (incorporated  by  reference  to  Exhibit  10.5  to the
                         Company's Form 10-Q for the quarter ended September 30,
                         1998).

                    10.6 Form of Option Agreement for the grant of Options under
                         the Midwest Grain  Products,  Inc. Stock Incentive Plan
                         of 1996, as amended.

                    22   Subsidiaries  of the Company  other than  insignificant
                         subsidiaries:
                                                         State of Incorporation
                         Subsidiary                         or Organization
                         ----------                         ---------------
                    Midwest Grain Pipeline, Inc.                Kansas
                    Midwest Grain Products of Illinois, Inc.    Illinois

                    23   Consent of Baird, Kurt & Dobson.

                    25   Powers  of  Attorney   executed  by  all  officers  and
                         directors of the Company who have signed this report on
                         Form 10-K  (incorporated  by reference to the signature
                         pages of this report).
                    27   Midwest Grain Products  Financial Data Schedule at June
                         30, 2000 and for the year then ended.
                                        2




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

<PAGE>
<TABLE>
<CAPTION>

                                                  SELECTED FINANCIAL INFORMATION

 Years ended June 30                             2000         1999         1998         1997         1996
 --------------------------------------------------------------------------------------------------------
 (in thousands, except per share amounts)
 <S>                                       <C>          <C>          <C>          <C>          <C>
 Net sales                                  $ 231,880    $ 216,101    $ 223,254    $ 224,733    $ 194,638
 Cost of sales                                210,978      200,622      214,453      213,733      190,173
 --------------------------------------------------------------------------------------------------------
      Gross profit                             20,902       15,479        8,801       11,000        4,465

 Selling, general and
     administrative expenses                   12,109       11,908       11,363        9,169        9,001
 Other operating income  (expense)                 39          136          100          370          159
 --------------------------------------------------------------------------------------------------------
      Income (Loss) from operations             8,832        3,707       (2,462)       2,201       (4,377)

 Other income (Loss), net                         719          350          658          618        1,309
 Interest expense                              (1,469)      (1,959)      (1,887)      (2,604)      (2,556)
 --------------------------------------------------------------------------------------------------------
     Income (Loss) before income taxes          8,082        2,098       (3,691)         215       (5,624)
 Provision (Credit) for income taxes            3,192          828       (1,455)          84       (2,218)
 --------------------------------------------------------------------------------------------------------
 Net income (loss)                          $   4,890    $   1,270    $  (2,236)   $     131    $  (3,406)
 --------------------------------------------------------------------------------------------------------
 Earnings (Loss) per common share           $    0.54    $    0.13    $   (0.23)   $    0.01    $   (0.35)
    Cash dividends per common share
 Weighted average common
    shares outstanding                          9,122        9,609        9,700        9,762        9,765
 --------------------------------------------------------------------------------------------------------
 Balance Sheet Data:
    Working capital                         $  45,089    $  43,053    $  39,825    $  36,580    $  37,113
    Total assets                              155,779      157,370      161,978      165,330      172,785
    Long-term debt, less current
    maturities                                 18,181       21,099       25,536       29,933       40,933
 Stockholders' equity                         102,378      105,445      106,325      108,561      109,222
 ========================================================================================================
</TABLE>












                                     17
                           Midwest Grain Products 2000



<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

      The  following  table  sets  forth  items  in the  Company's  consolidated
statements  of  income  expressed  as  percentages  of net  sales  for the years
indicated and the percentage  change in the dollar amount of such items compared
to the prior period:

<TABLE>
<CAPTION>
                                                      Percentage of Net Sales                             Percentage
                                                        Years Ended June 30                           Increase (Decrease)
                                                                                               Fiscal 2000       Fiscal 1999
                                                 2000         1999         1998                  Over 1999        Over 1998
                                                 ----         ----         ----              -------------      --------------
   <S>                                            <C>           <C>         <C>                   <C>                <C>
   Net sales                                      100.0%       100.0%        100.0%                 7.3%             (3.2)%
   Cost of sales                                   91.0         92.8          96.1                  5.2              (6.4)
   Gross profit                                     9.0          7.2           3.9                 35.0              75.8
   Selling, general and
   administrative expenses                          5.2          5.4           5.1                  1.7               4.8
   Other operating income (loss)                    0.0           .1            .1                (71.3)             36.0
----------------------------------------------------------------------------------------------------------------------------------
   Income (Loss) from operations                    3.8          1.7          (1.1)               138.3             250.6
   Other income (expense)                           (.3)        (0.7)          (.6)               (53.4)             30.9
----------------------------------------------------------------------------------------------------------------------------------
   Income before income taxes                       3.5          1.0           (1.7)              285.2             156.8
   Provision (Credit) for income taxes              1.4          0.4           (.7)               285.5             156.9
----------------------------------------------------------------------------------------------------------------------------------
   Net income (loss)                                2.1%         0.6%         (1.0)%              285.0%            156.8%
==================================================================================================================================
</TABLE>




















                                       18
                      Management's Discussion and Analysis


<PAGE>
                       FISCAL 2000 COMPARED TO FISCAL 1999

   The Company's results for fiscal 2000 were up substantially  over results for
the prior fiscal year.  Net income rose to $4,890,000  compared to $1,270,000 in
fiscal  1999,  due  principally  to the  effects  of  heightened  demand for the
Company's  vital wheat gluten,  specialty and modified  wheat proteins and wheat
starches.  Lower per unit costs for grain also  contributed to the  improvement.
These  conditions  partially offset the impact of reduced selling prices for the
Company's  alcohol  products  resulting from the  continuation of excess alcohol
supplies throughout the industry.

   The increased  demand  for  wheat gluten was mainly  due  to  the effects  of
measures  to create a more equitable competitive environment in the U.S. market.
on June 1, 1998, just one month prior to the start  of the Company's 1999 fiscal
year, President Clinton imposed a three-year  annual quota on imports of foreig
wheat  gluten.  This  action  was  taken  after  the  U.S.  International  Trade
Commission determined  that  the U.S. wheat  gluten industry was being seriously
injured by excess imports of artificially  priced gluten from the European Union
(E.U.).

   While the quota  helped  reduce  some of the  severe  effects  of  excessive,
artificially-priced  gluten shipments from the E.U. in fiscal 2000, expectations
of more  substantial  relief  failed to be  realized.  In the early  part of the
fiscal year, the U.S. was suddenly and rapidly  inundated  with gluten  imports,
due mainly to the E.U.'s entire  allocation  entering the market within just two
weeks after the second year of the quota  opened on June 1, 1999.  Additionally,
the U.S. saw a  substantial  increase in gluten  imports from other parts of the
world,  particularly Poland. In response,  President Clinton decided to allocate
imports of foreign  wheat  gluten on a  quarterly  rather  than an annual  basis
effective with the start of the third year of the three-year-long  quota on June
1, 2000. He additionally added Poland to the list of countries which are subject
to the quota after determining that dramatically increased shipments from Poland
"have impaired the effectiveness" of the quota.

   In a related matter, a dispute panel of the World Trade Organization (WTO) on
July 28, 2000  challenged  the  safeguards decision under which the wheat glute
quota  was  implemented.  The WTO  challenge is being appealed by the U.S. Trade
Representative in  a  process  that  could extend through December, 2000. In the
interim, the WTO ruling is not expected to have an impact on the quota.

   Demand for the Company's  specialty wheat proteins continued to gain momentum
in fiscal 2000,  principally due to increased  customer interest and the effects
of intensified  marketing programs.  Produced for a variety of food and non-food
applications,  these  value-added  products  include  dough  conditioners,  meat
extenders and replacers,  ingredients  for hair care and skin care systems,  and
bio-polymers for producing degradable, plastic-like items.

   Increased sales of wheat starch resulted largely from strengthened demand for
the  Company's  modified and  specialty  starches.  To further  serve  customers
requirements   for  these  unique   ingredients,   the  Company   completed  the
installation of additional production capacity at its Atchison, Kansas, plant in
the early part of fiscal 2000.

   To improve alcohol production efficiencies  long-term,  the Company completed
the  installation  of new  distillation  equipment at its Atchison  plant in the
first  quarter of fiscal  2001.  The project is expected to further  enhance the
Company's high quality food grade alcohol. In addition,  in the final quarter of
fiscal 2000, the Company began to experience increased demand for its fuel grade
alcohol. This resulted partially from a proposal by the Environmental Protection
<PAGE>
Agency (EPA) to phase-out MTBE, a synthetically-derived  fuel oxygenate,  due to
health-related environmental concerns associated with that product.

   Net sales in fiscal  2000  increased  nearly $16  million  above net sales in
fiscal  1999.  The  increase  resulted  principally  from higher  sales of wheat
gluten, premium wheat starch and fuel grade alcohol.

   Growth in wheat gluten  sales  occurred as the result of higher unit sales of
wheat gluten and specialty wheat proteins together with a modest  improvement in
selling prices.

   Increased  wheat starch sales resulted from higher unit sales,  while selling
prices for this product were slightly  below selling  prices in fiscal 1999. The
lower selling prices occurred with a reduction in raw material prices for wheat.

   Fiscal 2000  alcohol  sales were just  slightly  above the level  reached the
prior year due to an increase in unit sales of fuel grade alcohol. This increase
helped to offset a decline in unit sales of food grade  alcohol  for  industrial
applications,  as well as decreases in selling prices for food grade alcohol for
both industrial and beverage uses. The drop in food grade alcohol selling prices
was due to lower demand caused  mainly by the  continuation  of excess  supplies
throughout the industry. The selling price of fuel grade alcohol, meanwhile, was
approximately  even with the average  selling price in fiscal 1999. This was due
mainly to a price  improvement  in the  fourth  quarter  of  fiscal  2000 as the
Company experienced an upturn in demand. Sales of distillers feed, the principal


                                       19
                          Midwest Grain Products, 2000

by-product of the alcohol production process, dropped below sales of a year ago.
This was due to lower unit sales as the  selling  price was  approximately  even
with prior year's level.

   The cost of sales in fiscal 2000 rose by  approximately  $10.4  million above
the  cost of  sales  for the  prior  year.  This was due to  higher  energy  and
manufacturing  costs together with costs associated with increased volume sales,
largely of gluten and alcohol  products.  Lower per unit grain prices  partially
offset the higher costs resulting from increased volumes.

     In  connection  with the purchase of raw  materials,  principally  corn and
wheat, for anticipated operating requirements, the Company enters into commodity
contracts  to  reduce or hedge 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 fiscal 2000,  raw
material costs  included a net hedging loss of $1,345,329 on contracts  compared
to a net hedging loss of $3,472,815 on contracts for fiscal 1999.

     Selling,  general and  administrative  expenses in fiscal 2000 increased by
approximately  $201,000 above selling,  general and  administrative  expenses in
fiscal 1999.  The increase  was due largely to increased  marketing  activities,
industry-related  fees and higher technology costs. A sizeable  reduction in bad
debts partially offset this increase.

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


<PAGE>
     As the result of the foregoing factors,  the Company experienced net income
of  $4,890,000  in fiscal 2000  compared to net income of  $1,270,000  in fiscal
1999.

FISCAL 1999 COMPARED TO FISCAL 1998

     The  Company's  net  income of  $1,270,000  in Fiscal  1999  represented  a
significant  improvement over the net loss of $2,236,000 that was experienced in
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 high  grain
carryovers from abundant  harvests  during the spring,  summer and early fall of
1998.  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.).

     A more sizeable  earnings  improvement  was prevented by decreased  selling
prices for both food grade and fuel grade  alcohol,  and the adverse  effects of
the E.U.'s breach of quota restrictions on imported gluten.

     Under the quota,  imports of E.U.  wheat  gluten were limited to 54 million
pounds for the quota year ending May 31, 1999.  However,  Department of Commerce
data  showed  that from June 1 through  November  30,  1998,  the E.U.  exported
approximately  24% more gluten to the U.S.  than allowed for the full quota year
ending May 31, 1999. The effects of the  violations  delayed the relief that the
U.S.  wheat gluten  industry  expected  during the first year of the  three-year
quota.

     In response to the E.U.'s breach of the first-year quota, President Clinton
signed a proclamation on May 29, 1999 that reduced the E.U.'s  second-year quota
to 45 million pounds.  That amount  represented  approximately 12 million pounds
less than was originally allocated to the second year. More significantly, based
on Customs records,  it was nearly 23 million pounds less than the actual amount
of gluten the E.U.  delivered into the U.S.  market during the initial  12-month
quota period.

     Although a level playing Weld failed to be  established in Fiscal 1999, the
Company  experienced  some  strengthening  in demand for its wheat  gluten,  and
continued to realize  gradual but steady growth in sales of its specialty  wheat
proteins.

     Net sales in Fiscal 1999 decreased by  approximately  $7.2 million compared
to net sales in Fiscal 1998. The decrease was  principally  due

                                       20
                      Management's Discussion and Analysis

to lower  selling  prices for the Company's  alcohol  products and was partially
offset by higher  unit sales of fuel grade  alcohol and wheat  gluten  products,
including  specialty  wheat  proteins.  Sales of wheat starch were down slightly
compared to starch sales in Fiscal 1998.

     The increase in unit sales of the Company's fuel grade alcohol  occurred as
the Company shifted more of its alcohol production to this area due to decreased
demand for food grade alcohol for beverage and industrial applications. However,
the impact of the increased  unit sales was softened by lower selling prices for
fuel  alcohol due to a surplus of that  product.  The decline in demand for food
grade  alcohol  was  caused  mainly  by  the  continuation  of  excess  supplies
<PAGE>
throughout the industry.  Sales of distillers feed, the principal  by-product of
the alcohol  production  process,  were down compared to the prior year due to a
decline in the selling price. Unit sales of this product were approximately even
with the amount sold the prior year.

     The  increase  in  wheat  gluten  sales  occurred  as  the  Company  raised
production  levels in preparation for satisfying market  requirements  resulting
from the expected realization of a fair competitive environment. Higher sales of
specialty, value-added wheat gluten products also contributed to the increase in
total gluten sales.

     Sales of wheat starch were affected by a decline in unit sales in the First
two  quarters  of  Fiscal  1999.   Selling  prices  for  this  product  remained
essentially unchanged compared to selling prices in Fiscal 1998.

     The cost of sales in Fiscal 1999 decreased by  approximately  $13.8 million
compared to cost of sales in Fiscal  1998.  This  occurred  principally  as  the
result of lower raw material costs for grain combined with reduced energy costs,
lower maintenance and repair costs and decreased insurance costs.

     In  connection  with the purchase of raw  materials,  principally  corn and
wheat, for anticipated operating requirements, the Company enters into commodity
contracts  to  reduce or hedge 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 Fiscal 1999,  raw
material costs included a net loss of $3,470,000 on contracts settled during the
year compared to a net gain of $243,000 for Fiscal 1998.

     Selling,  general and  administrative  expenses in Fiscal 1999 increased by
approximately  $545,000 above selling,  general and  administrative  expenses in
Fiscal 1998. The increase  resulted  mainly from higher costs related to product
research and  marketing  promotional  activities  to  strengthen  the  Company's
development and sales of value-added  specialty  products made from wheat, along
with increased bad debt expense  relating to one customer.  These increases were
partially offset by reductions in costs associated with  industry-related  fees,
commissions and professional services and the Company's employee benefit plans.

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

     As the result of the foregoing factors,  the Company experienced net income
of  $1,270,000  in Fiscal 1999  compared to a net loss of  $2,236,000  in Fiscal
1998.












                                       21
                          Midwest Grain Products, 2000

<PAGE>

QUARTERLY FINANCIAL INFORMATION

     Generally, the Company's sales have not been seasonal except for variations
affecting  fuel grade  alcohol,  beverage  alcohol and gluten  sales.  In recent
years,  demand for fuel grade alcohol has tended to increase during the fall and
winter to satisfy clean air standards  during those  periods.  Beverage  alcohol
sales tend to peak in the fall as  distributors  order  stocks  for the  holiday
season, while gluten sales tend to increase during the second half of the Fiscal
year as demand  increases  for hot dog buns and  similar  bakery  products.  The
Company may experience more  significant  fluctuations in quarterly sales during
the next year due to the annual quota on imports of foreign  wheat  gluten.  The
table below  shows  quarterly  information  for each of the years ended June 30,
2000 and 1999.

<TABLE>
<CAPTION>
      Quarter Ending                              Sept. 30          Dec. 31          March 31          June 30             Total
  ------------------------------------------------------------------------------------------------------------------------------
     (in thousands, except per share amounts)
      <S>                                             <C>             <C>                <C>             <C>              <C>
     FISCAL 2000
     Sales                                          $54,975          $59,962            57,656          $59,287          $231,880
     Gross profit                                     4,225            5,955             6,046            4,676            20,902
     Net income (loss)                                  751            1,563             1,607              969             4,890
     Earnings (Loss) per share                          .08              .17               .18              .11               .54

     FISCAL 1999
     Sales                                          $51,938          $53,917           $56,958          $53,288          $216,101
     Gross profit                                     4,429            6,074             3,315            1,661            15,479
     Net income (loss)                                  666            1,430               232          (1,058)             1,270
     Earnings (Loss) per share                         0.07             0.15              0.02           (0.11)              0.13
</TABLE>





















                                       22
                      Management's Discussion and Analysis



<PAGE>
MARKET RISK

  The Company  produces its products from wheat,  corn and milo and, as such, is
sensitive to changes in commodity prices.  Grain futures and/or options are used
as a hedge to protect  against  fluctuations in the market.  For inventory,  the
table below  presents  the carrying  amount and fair value at June 30, 2000.  At
June 30, 2000, there were no open grain futures or options.

      As of June 30, 2000       Carrying Amount                   Fair Value
  -----------------------------------------------------------------------------
     (in thousands)
     INVENTORIES
     Corn                               $  965                        $  986
     Milo                                  659                           714
     Wheat                               1,649                         1,652
  ============================================================================

      The Company also  contractually  sells a portion of its fuel grade alcohol
at prices that fluctuate with gasoline  futures.  Gasoline futures are used as a
hedge  to  protect  against  these   fluctuations.   The  table  below  presents
information about open futures contracts as of June 30, 2000.

                                        Expected Maturity         Fair Value
  -----------------------------------------------------------------------------
      Futures Contracts (short)
      Contract Volumes (gallons)            2.77 million
      Weighted Average Price                        $.93
      Contract Amount                      $2.58 million       $2.62 million
  =============================================================================

























                                       23
                          Midwest Grain Products, 2000



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

   June 30,                                           2000             1999
  -----------------------------------------------------------------------------
   (in thousands)
   Cash and cash equivalents                     $   7,728        $   4,054
   Working capital                                  45,089           43,053
   Amounts available under lines of credit          23,000           33,000
   Notes payable and long-term debt                 20,454           23,532
   Stockholders' equity                            102,378          105,445
  =============================================================================

   During Fiscal 2000, the Company  generated a $22.4 million positive cash flow
from  operations,  which was used to reduce its debt, pay for capital  additions
and acquire  treasury  stock. In addition to higher  profitability,  the Company
reduced the levels of inventory, particularly in gluten and unprocessed grain.

   Short-term  liquidity was also  impacted by open market  purchases of 942,675
shares of the Company's  common  stock.  These  purchases  were made to fund the
Company's  stock option plans and for other corporate  purposes.  As of June 30,
2000, the Board has  authorized the purchase of an additional  818,225 shares of
the Company's common stock.

   At June 30, 2000, the Company had $7.5 million  committed to improvements and
replacements  of existing  equipment.  Additionally,  in the August,  2000 Board
meeting,  Directors  approved a plan to expand the Company's Wheatex  production
capacity with the construction of new facilities at a cost of $6.05 million.

   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.

FORWARD-LOOKING INFORMATION

   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"
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,  energy  costs,  product  pricing,  competitive
environment and related market  conditions,  operating  efficiencies,  access to
capital and actions of  governments.  Any changes in the  assumptions or factors
could produce materially different results than those predicted and could impact
stock values.

                                       24
                      Management's Discussion and Analysis


<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT

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

   We have audited the accompanying consolidated balance sheets of MIDWEST GRAIN
PRODUCTS,INC.  as of June 30,  2000,  and  1999,  and the  related  consolidated
statements of income,  stockholders' equity and cash flows for each of the three
years in the period  ended June 30, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

   We believe that our audits provide a reasonable basis for our opinion. In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of MIDWEST GRAIN PRODUCTS, INC.
as of June 30, 2000,  and 1999,  and the results of its  operations and its cash
flows  for each of the  three  years in the  period  ended  June  30,  2000,  in
conformity with generally accepted accounting principles.





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

Kansas City, Missouri
August 1, 2000

















                                       25
                          Midwest Grain Products, 2000


<PAGE>
<TABLE>
<CAPTION>
                                              CONSOLIDATED STATEMENTS OF INCOME

   Years ended June 30                                                              2000              1999             1998
   ---------------------------------------------------------------------------------------------------------------------------
   (in thousands, except per share amounts)
   <S>                                                                             <C>               <C>             <C>
   Net sales                                                                 $   231,880       $   216,101      $   223,254
   Cost of sales                                                                 210,978           200,622          214,453
   ---------------------------------------------------------------------------------------------------------------------------
   Gross profit                                                                   20,902            15,479            8,801
   Selling, general & administrative expenses                                     12,109            11,908           11,363
   ---------------------------------------------------------------------------------------------------------------------------
                                                                                   8,793             3,571           (2,562)
   Other operating income                                                             39               136              100
   ---------------------------------------------------------------------------------------------------------------------------
   Income (Loss) from operations                                                   8,832             3,707           (2,462)
   Other income, net                                                                 719               350              658
   Interest expense                                                               (1,469)           (1,959)          (1,887)
   ---------------------------------------------------------------------------------------------------------------------------
   Income (Loss) before income taxes                                               8,082             2,098           (3,691)
   Provision (Credit) for income taxes                                             3,192               828           (1,455)
   ---------------------------------------------------------------------------------------------------------------------------
   Net income (loss)                                                               4,890       $     1,270      $    (2,236)
   ===========================================================================================================================
   Earnings (Loss) per common share                                          $      0.54       $      0.13      $      (0.23)
   ===========================================================================================================================

</TABLE>

   See Notes to Consolidated Financial Statements






















                                       26
                   Notes to Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
                                                    CONSOLIDATED BALANCE SHEETS
   Years ended June 30                                                                                    2000              1999
--------------------------------------------------------------------------------------------------------------------------------
    <S>                                                                                                  <C>              <C>
   (in thousands)
   ASSETS
   Current Assets
         Cash and cash equivalents                                                                     $ 7,728           $ 4,054
         Receivables (less allowance for doubtful accounts;
              2000--$252 and 1999--$285)                                                                30,272            26,656
        Inventories                                                                                     19,246            24,450
        Prepaid expenses                                                                                 1,617             1,174
           Deferred income taxes                                                                         4,058             3,034
  ------------------------------------------------------------------------------------------------------------------------------
   Total Current Assets                                                                                 62,921            59,368
  ------------------------------------------------------------------------------------------------------------------------------
   Property & equipment, at cost                                                                       232,508           224,381
            Less accumulated depreciation                                                              139,737           126,465
  ------------------------------------------------------------------------------------------------------------------------------
   Property & equipment, net                                                                            92,771            97,916
  ------------------------------------------------------------------------------------------------------------------------------
   Other assets                                                                                             87                86
  ------------------------------------------------------------------------------------------------------------------------------
   Total Assets                                                                                       $155,779          $157,370
  ==============================================================================================================================
   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
        Current maturities of long-term debt                                                           $ 2,273          $  2,433
        Accounts payable                                                                                10,563             9,129
        Accrued expenses                                                                                 4,044             4,296
        Income taxes payable                                                                               952               457
  ------------------------------------------------------------------------------------------------------------------------------
   Total Current Liabilities                                                                            17,832            16,315
  ------------------------------------------------------------------------------------------------------------------------------
   Long-term debt                                                                                       18,181            21,099
  ------------------------------------------------------------------------------------------------------------------------------
   Post-retirement benefits                                                                              6,170             6,312
  ------------------------------------------------------------------------------------------------------------------------------
   Deferred income taxes                                                                                11,218             8,199
  ------------------------------------------------------------------------------------------------------------------------------
   Stockholders' equity
        Capital stock
              Preferred, 5% non-cumulative, $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                                                                              104,073            99,183
  ------------------------------------------------------------------------------------------------------------------------------
                                                                                                       113,277           108,387
   Treasury stock, at cost
        Common; 2000C1,181,775 shares, 1999C239,100 shares                                             (10,899)           (2,942)
  ------------------------------------------------------------------------------------------------------------------------------
   Total stockholders' equity                                                                          102,378           105,445
  ------------------------------------------------------------------------------------------------------------------------------
   Total liabilities and stockholders' equity                                                         $155,779          $157,370
  ===============================================================================================================================
</TABLE>
   See Notes to Consolidated Financial Statements
                                       27
                          Midwest Grain Products, 2000
<PAGE>
<TABLE>
<CAPTION>

                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                      Additional
                                       Preferred        Common         Paid-In         Retained       Treasury
      Years ended June 30                  Stock         Stock         Capital         Earnings        Stock                Total
  -------------------------------------------------------------------------------------------------------------------------------
     (in thousands)
     <S>                                     <C>          <C>             <C>            <C>             <C>               <C>
     Balance, June 30, 1997                   $4        $6,715          $2,485         $100,149       $  (792)           $108,561
          1998 net loss                                                                  (2,236)                           (2,236)
  --------------------------------------------------------------------------------------------------------------------------------
     Balance, June 30, 1998                    4         6,715           2,485           97,913          (792)            106,325
          Purchase of treasury stock                                                                   (2,150)             (2,150)
          1999 net income                                                                 1,270                             1,270
  --------------------------------------------------------------------------------------------------------------------------------
     Balance, June 30, 1999                    4         6,715           2,485           99,183        (2,942)            105,445
  --------------------------------------------------------------------------------------------------------------------------------
          Purchase of treasury stock                                                                    (7,957)            (7,957)
          2000 net income                                                                 4,890                             4,890
  --------------------------------------------------------------------------------------------------------------------------------
      Balance, June 30, 2000                  $4        $6,715          $2,485         $104,073       $(10,899)          $102,378
  ================================================================================================================================
</TABLE>

      See Notes to Consolidated Financial Statements


























                                       28
                   Notes to Consolidated Financial Statements



<PAGE>
<TABLE>
<CAPTION>

                                            CONSOLIDATED STATEMENTS OF CASH FLOW

     Years ended June 30                                                                 2000             1999              1998
  ------------------------------------------------------------------------------------------------------------------------------
     (in thousands)
     <S>                                                                                 <C>              <C>              <C>
     Cash Flows From Operating Activities
          Net income (loss)                                                            $ 4,890          $ 1,270          $(2,236)
          Items not requiring (providing) cash:
               Depreciation                                                             13,515           13,604           13,892
               Gain on sale of assets                                                                       (19)              (2)
               Deferred income taxes                                                     1,995               38             (172)
               Gain on retirement of long-term debt                                       (603)
         Changes in:
              Accounts receivable                                                      (3,616)            (287)              (93)
              Inventories                                                                5,204          (4,020)           (5,430)
              Accounts payable                                                           1,334               38              847
              Income taxes (receivable) payable                                            495            1,791           (1,107)
             Other                                                                        (838)             298             (183)
   ------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                                     22,376           12,713            5,516
   ------------------------------------------------------------------------------------------------------------------------------
     Cash Flows From Investing Activities
          Additions to property & equipment                                             (8,127)          (6,054)          (4,765)
           Proceeds from sale of equipment                                                  12               31                4
   ------------------------------------------------------------------------------------------------------------------------------
           Net cash used in investing activities                                        (8,115)          (6,023)          (4,761)
   ------------------------------------------------------------------------------------------------------------------------------
      Cash Flows From Financing Activities
           Purchase of treasury stock                                                   (8,112)          (1,995)
           Principle payments on long-term debt                                         (2,475)          (5,364)          (2,037)
     ------------------------------------------------------------------------------------------------------------------------------
           Net cash used in financing activities                                       (10,587)          (7,359)          (2,037)
     ------------------------------------------------------------------------------------------------------------------------------
      Increase (Decrease) in Cash & Cash Equivalents                                     3,674             (669)          (1,282)
      Cash & Cash Equivalents, Beginning of Year                                         4,054            4,723            6,005
    -------------------------------------------------------------------------------------------------------------------------------
      Cash & Cash Equivalents, End of Year                                             $ 7,728          $ 4,054          $ 4,723
    ===============================================================================================================================
</TABLE>

      See Notes to Consolidated Financial Statements











                                       29
                          Midwest Grain Products, 2000

<PAGE>
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      NOTE 1: NATURE OF OPERATIONS AND SUMMARY SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations.  The activities of Midwest Grain Products,  Inc., and
its  subsidiaries  consist  of the  processing  of  wheat,  corn and milo into a
variety of  products  through an  integrated  production  process.  The  process
produces wheat gluten  products,  which include vital wheat gluten and specialty
wheat proteins; premium wheat starch; alcohol products; and flour mill products.
The Company  sells its products on normal credit terms to customers in a variety
of  industries  located  primarily  throughout  the United  States.  Through its
wholly-owned  subsidiaries,  the Company operates in Atchison, Kansas and Pekin,
Illinois,  (Midwest Grain  Products of Illinois,  Inc.).  Additionally,  Midwest
Grain Pipeline, Inc., another wholly-owned  subsidiary,  supplies natural gas to
the Company's Atchison plant.

      Use of Estimates.  The  preparation of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     Principles of Consolidation.  The consolidated financial statements include
the  accounts  of  Midwest  Grain  Products,  Inc.  and  all  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

     Inventories.  Inventories  are stated at the lower of cost or market on the
first-in,  first-out  (FIFO)  method.  In  connection  with the  purchase of raw
materials,  principally corn and wheat, for anticipated operating  requirements,
Midwest Grain Products,  Inc. enters into commodity contracts to reduce the risk
of future grain price  increases.  These  contracts,  including those terminated
early,  are  accounted  for as hedges  and,  accordingly,  gains and  losses are
deferred and  recognized  in cost of sales as part of product cost when contract
positions are settled and as related  products are sold.  If grain  requirements
fall below anticipated needs and open contract levels, then gains and losses are
recognized  immediately for the excess open contract levels.  Additionally,  the
Company  enters into  futures  contracts  for the sale of fuel grade  alcohol to
protect its selling  price to the  customer.  At June 30, 2000,  the Company had
entered into contracts  hedging future gasoline prices through the first quarter
of fiscal 2001.

     Property and Equipment.  Depreciation is computed using both  straight-line
and accelerated methods over the following estimated useful lives:

      Buildings and improvements                                20-30 years
      Transportation equipment                                    5-6 years
      Machinery and equipment                                   10-12 years

       Earnings Per Common  Share.  Earnings per common share data is based upon
the  weighted  average  number of common  shares  totaling  9,121,717  for 2000,
9,608,769 for 1999 and 9,700,172 for 1998. The effect of employee stock options,
which were the only  potentially  dilutive  securities held by the Company,  was
anti-dilutive each of the three years.




<PAGE>
     Cash  Equivalents.  The  Company  considers  all  liquid  investments  with
maturities of three months or less to be cash equivalents.

      Income Taxes.  Deferred tax  liabilities and assets are recognized for the
tax effect of the differences  between the financial  statement and tax bases of
assets and liabilities.  A valuation allowance is established to reduce deferred
tax assets if it is more likely  than not that a deferred  tax asset will not be
realized.

      NOTE 2: INVENTORIES

     Inventories consist of the following:
     June 30,                                        2000              1999
     --------------------------------------------------------------------------
     (in thousands)
     Alcohol                                      $ 5,317           $ 5,164
     Unprocessed grain                              4,971             6,914
     Operating supplies                             4,348             4,305
     Gluten                                         2,492             6,710
      By-products and other                         2,118             1,357
     --------------------------------------------------------------------------
                                                  $19,246           $24,450
     ==========================================================================
                                       30
                          Midwest Grain Products, 2000
   NOTE 3: PROPERTY AND EQUIPMENT

   Property and equipment consists of the following:

   June 30,                                            2000            1999
   -------------------------------------------------------------------------
   (in thousands)
   Land, buildings and improvements             $    19,516      $    17,794
   Transportation equipment                           1,138            1,152
   Machinery and equipment                          205,152          198,957
   Construction in progress                           6,702            6,478
   -------------------------------------------------------------------------
                                                    232,508          224,381
   Less accumulated depreciation                    139,737          126,465
   -------------------------------------------------------------------------
                                                $    92,771      $    97,916
   =========================================================================

   NOTE 4: ACCRUED EXPENSES

   Accrued expenses consist of the following:
   June 30,                                            2000             1999
   --------------------------------------------------------------------------
   (in thousands)                               $       540      $       540
   Employee benefit plans (Note 10)                   1,661            1,466
   Salaries and wages                                   635              870
   Property taxes                                       480              541
   Insurance                                            138              222
   Interest                                             569              642
   Other expenses                                        21               15
   ---------------------------------------------------------------------------
                                                $     4,044      $     4,296
   ===========================================================================

<PAGE>
   NOTE 5: LONG-TERM DEBT

   Long-term debt consists of the following:
   June 30,                                            2000             1999
   ---------------------------------------------------------------------------
   (in thousands)
   Senior notes payable                         $    20,454      $    22,727
   Other                                                                 805
   ---------------------------------------------------------------------------
                                                     20,454           23,532
   Less current maturities                            2,273            2,433
   ---------------------------------------------------------------------------
   Long-term portion                            $    18,181      $    21,099
   ===========================================================================

     The unsecured senior notes are payable in annual installments of $2,273,000
from 2000 through 2008 with the final  principal  payment of  $2,270,000  due in
2009.  Interest is payable  semiannually at 6.68% per annum for the fifteen-year
term of the notes.

   At June 30, 2000, the Company had a $20 million  unsecured  revolving line of
credit  expiring on November 1, 2001,  with  interest at 1% below prime on which
there  were no  borrowings  at June  30,  2000 and  1999.  The  Company  had two
additional lines of credit totaling $3.0 million expiring on dates through April
27,  2001,  with  interest  rates  varying from prime to 1% below prime on which
there were no borrowings at June 30, 2000 and 1999.

     In  connection  with  the  above  borrowings,   the  Company,  among  other
covenants, is required to maintain certain financial ratios, including a current
ratio of 1.5 to 1,  minimum  consolidated  tangible net worth of $84 million and
debt  service  coverage  ratio of 1.5 to 1. The fair value of the  senior  notes
payable  debt,  based upon the current  borrowing  rates at June 30,  2000,  was
approximately $19,000,000.

     Aggregate  annual  maturities  of  long-term  debt at June 30,  2000 are as
follows:

      (in thousands)
      2001                $  2,273
      2002                   2,273
      2003                   2,273
      2004                   2,273
      2005                   2,273
      Thereafter             9,089
      ----------------------------
                          $ 20,454
      ============================










                                       31
                          Midwest Grain Products, 2000
<PAGE>


   NOTE 6: INCOME TAXES

   The provisions (credit) for income taxes is comprised of the following:

      Years ended June 30,               2000          1999           1998
  --------------------------------------------------------------------------
   (in thousands)
   Income taxes currently
      payable (receivable)              $1,197         $790         $(1,627)
      Income taxes deferred              1,995           38             172
  --------------------------------------------------------------------------
                                        $3,192         $828         $(1,455)
  ===========================================================================

      The tax effects of temporary  differences  related to deferred taxes shown
  on the consolidated balance sheets are as follows:

   June 30,                                          2000              1999
  --------------------------------------------------------------------------
   (in thousands)
   Deferred tax assets:
        Accrued employee benefits                 $   155           $   141
        Post-retirement liability                   2,406             2,462
        Insurance accruals                            478               551
        Federal operating loss carryforwards                            657
        State operating loss carryforwards            772             1,001
        Alternative minimum tax                     2,259             2,294
           Other                                    1,563               753
    -----------------------------------------------------------------------
                                                    7,633             7,859
    -----------------------------------------------------------------------

   Deferred tax liabilities:
        Accumulated depreciation                 $(14,533)          (12,737)
        Deferred gain on involuntary conversion      (260)             (287)
   -------------------------------------------------------------------------
                                                  (14,793)         $(13,024)
   -------------------------------------------------------------------------
   Net deferred tax liability                    $ (7,160)         $ (5,165)
   =========================================================================

     The above net  deferred tax  liability  is  presented  on the  consolidated
  balance sheets as follows:

   June 30,                                          2000              1999
  ---------------------------------------------------------------------------
   (in thousands)
   Deferred tax asset-current                    $  4,058           $ 3,034
   Deferred tax liability-long-term               (11,218)           (8,199)
  ---------------------------------------------------------------------------
   Net deferred tax liability                    $ (7,160)          $(5,165)
  ===========================================================================





<PAGE>
   No valuation allowance has been recorded at June 30, 2000, or 1999.

      A reconciliation of the provision for income taxes at the normal statutory
federal rate to the provision (credit) included in the accompanying consolidated
statements of operations is shown below:

   Years ended June 30,                      2000         1999         1998
  --------------------------------------------------------------------------
   (in thousands)
   "Expected" provision (credit) at
        federal statutory rate (34%)       $2,748          $714      $(1,255)
   Increases (Decreases) resulting from:
        Effect of state income taxes          176            78         (195)
        Other                                 268            36           (5)
 -----------------------------------------------------------------------------
   Provision (Credit) for income taxes     $3,192          $828       $(1,455)
 =============================================================================

   NOTE 7: CAPITAL STOCK

   The Common  Stock is  entitled  to elect four out of the nine  members of the
Board of Directors, while the Preferred Stock is entitled to elect the remaining
five directors. Holders of Common Stock are not entitled to vote with respect to
a merger,  dissolution,  lease,  exchange  or sale of  substantially  all of the
Company's assets,  or on an amendment to the Articles of  Incorporation,  unless
such action would increase or decrease the authorized shares or par value of the
Common or Preferred  Stock, or change the powers,  preferences or special rights
of the Common or  Preferred  Stock so as to affect the  holders of Common  Stock
adversely.

                                      32
                          Midwest Grain Products, 2000

   NOTE 8: OTHER OPERATING INCOME (EXPENSE)

   Other operating income (expense) consists of the following:

    Years ended June 30,           2000                 1999           1998
  ---------------------------------------------------------------------------
   (in thousands)
   Truck operations                $(53)                $108         $ 95
   Warehousing and
       storage operations           (35)                (10)           (6)
   Miscellaneous                    127                  38            11
  ----------------------------------------------------------------------------
                                   $ 39                $136          $100
  ============================================================================

   NOTE 9: ENERGY COMMITMENT
   During fiscal 1995,  the Company  negotiated a 15-year  agreement to purchase
steam heat and  electricity  from a utility for its Illinois  operations.  Steam
heat is being  purchased  for a  minimum  monthly  charge  of  $114,000,  with a
declining fixed charge for purchases in excess of the minimum usage. Electricity
purchases will occur at fixed rates through May 31, 2002. In connection with the
agreement,  the Company  leased  land to the utility  company for 15 years so it
could construct a co-generation  plant at the Company's Illinois  facility.  The
Company has also agreed to  reimburse  the utility for the net book value of the
plant if the lease is not renewed for an additional 19 years.  The estimated net
book value of the plant would be $10.6 million at that date.
<PAGE>
   NOTE 10: EMPLOYEE BENEFIT PLANS

     Pension Plan.  Prior to June 30, 1998,  the Company had a  non-contributory
defined  benefit  pension  plan  covering  union  employees.  The plan  provided
benefits based on the participants' years of service.

     During 1998,  the Company  terminated the plan and  transferred  the assets
into a newly  formed  401(k)  profit  sharing  plan.  The pension cost for 1998,
including the cost of termination, amounted to $694,000.

     Employee  Stock  Ownership  Plans.  The Company and its  subsidiaries  have
employee stock  ownership  plans covering all eligible  employees  after certain
requirements are met. Contributions to the plans totaled $880,000,  $947,000 and
$785,000  for the  years  ended  June 30,  2000,  1999 and  1998,  respectively.
Contributions  are made in the form of cash and/or  additional  shares of common
stock.

     401(k) Profit Sharing Plans.  During 1998, the Company and its subsidiaries
formed  401(k)  profit  sharing  plans  covering  all  employees  after  certain
eligibility  requirements are met.  Contributions to the plans totaled $392,000,
215,000  and  $215,000  for the  years  ended  June 30,  2000,  1999  and  1998,
respectively.

     Post-Retirement  Benefit  Plan.  The Company and its  subsidiaries  provide
certain   post-retirement  health  care  and  life  insurance  benefits  to  all
employees. The liability for such benefits is unfunded.

   The status of the Company's plans at June 30, 2000 and 1999 was as follows:

   June 30,                                             2000             1999
  ----------------------------------------------------------------------------
   (in thousands)
   Accumulated post-retirement
     benefit obligations:
        Retirees                                      $3,390           $3,720
        Active plan participants                       2,872            2,473
  ----------------------------------------------------------------------------
   Unfunded accumulated obligation                     6,262            6,193
   Unrecognized actuarial gain (loss)                    (92)             119
  ----------------------------------------------------------------------------
   Accrued post-retirement benefit cost               $6,170           $6,312
  ============================================================================

                                       33
                          Midwest Grain Products, 2000

   Net post-retirement benefit cost included the following components:

   June 30,                          2000             1999              1998
-------------------------------------------------------------------------------
   (in thousands)
   Service cost                      $138             $110              $101
   Interest cost                      355              323               346
   (Gain) Loss amortization                            (27)              (34)
-------------------------------------------------------------------------------
                                     $493             $406              $413
===============================================================================


<PAGE>
   The weighted  average  annual assumed rate of increase in the per capita cost
of covered  benefits (i.e.,  health care cost trend rate) is assumed to be 9.00%
(compared to 9.25% assumed for 1999) reducing to 7.50% over seven years and 6.0%
over 13 years. A  one-percentage-point  increase in the assumed health care cost
trend rate would have increased the accumulated  benefit  obligation by $370,000
at June 30, 2000, and the service and interest cost by $50,000 for the year then
ended.

   A  weighted  average  discount  rate of  8.25%  was used in  determining  the
accumulated benefit obligation.

     Stock  Options.  The  Company  has  three  stock  option  plans,  the Stock
Incentive  Plan of 1996 ("The 1996  Plan"),  the Stock  Option  Plan for Outside
Directors ("The Directors Plan"), and the 1998 Stock Incentive Plan for Salaried
Employees  ("The  Salaried  Plan").  These  Plans  permit the  issuance of stock
awards,  stock options and stock  appreciation  rights to salaried employees and
outside directors of the Company. The Company accounts for these plans under APB
Opinion  No. 25,  under  which no  compensation  cost has been  recognized.  Had
compensation  cost been  determined  consistent with FASB Statement No. 123, the
Company's  2000, 1999 and 1998 net income and earnings per share would have been
reduced to the following pro forma amounts:

                                     2000               1999              1998
   ---------------------------------------------------------------------------
   Net Income (loss):
      As Reported                  $4,890            $1,270           $(2,236)
      Pro Forma                    $4,206            $  697           $(2,575)
   Basis Earnings Per Share:
      As Reported                  $  .54            $  .13           $  (.23)
      Pro Forma                    $  .46            $  .07           $  (.26)
   Diluted EPS:
      As Reported                  $  .54            $  .13           $  (.23)
      Pro Forma                    $  .46            $  .07           $  (.26)

   Under the 1996  Plan,  the  Company  may grant  incentives  for up to 600,000
shares of the Company's common stock to key employees. The term of each award is
determined by the committee of the Board of Directors charged with administering
the 1996 Plan.  Under the terms of the 1996 Plan,  options granted may be either
nonqualified  or incentive  stock options and the exercise price may not be less
than the fair value on the date of the grant. Through June 30, 2000, the Company
has granted  incentive  stock options to purchase  438,500  shares.  The options
become exercisable in yearly increments through January 2004. They have ten-year
terms and have exercise prices equal to fair market value on the date of grant.

   Under the Directors  Plan,  each  non-employee  or "outside"  director of the
Company  receives on the day after each annual meeting of stockholders an option
to purchase  1,000 shares of the Company's  common stock at a price equal to the
fair market value of the  Company's  common stock on such date.  Options  become
exercisable  on the 184th day  following  the date of grant and expire not later
than ten years after the date of grant. Subject to certain adjustments,  a total
of 90,000 shares are reserved for annual grants under the Plan. Through June 30,
2000, the Company had granted  options to purchase  27,000 shares,  all of which
were exercisable as of June 30, 2000.

   Under the Salaried  Plan,  the Company may grant stock  incentives  for up to
300,000 shares of the Company's  common stock to full-time  salaried  employees.
The Salaried Plan provides that the amount, recipients, timing and terms of each
award be  determined  by the  Committee of the Board of  Directors  charged with
administering  the Salaried Plan. Under the terms of the Salaried Plan,  options
<PAGE>
granted may be either  nonqualified  or incentive stock options and the exercise
price may not be less than the fair value on the date of the grant. Through June
30, 2000, the Company has granted incentive stock options on 263,860 shares. The
options become  exercisable in yearly increments through January 2004. They have
ten-year  terms and have exercise  prices equal to fair market value on the date
of grant.

                                       34
                          Midwest Grain Products, Inc.

   A summary of the status of the Company's three stock option plans at June 30,
2000, 1999 and 1998 and changes during the years then ended is presented below:

<TABLE>
<CAPTION>
                                                             2000                       1999                        1998
    --------------------------------------------------------------------------------------------------------------------
                                                         Weighted                   Weighted                    Weighted
                                                          Average                    Average                     Average
                                                         Exercise                   Exercise                    Exercise
                                           Shares          Price        Shares         Price         Shares        Price
    --------------------------------------------------------------------------------------------------------------------
      <S>                                    <C>           <C>            <C>         <C>             <C>         <C>
     Outstanding,
      Beginning of Year                   544,860          $13.74      441,360        $14.04        183,500       $14.68
     Granted                              184,500            8.03      103,500         12.43        257,860        13.60
      Exercised
    --------------------------------------------------------------------------------------------------------------------
     Outstanding,
     End of Year                          729,360          $12.30      544,860        $13.74        441,360       $14.04
    ====================================================================================================================
</TABLE>

      These are comprised as follows:
<TABLE>
<CAPTION>
                                                                                 Remaining            Shares
                                                                               Contractual       Exercisable
                                                                 Exercise             Life       at June 30,
                                                 Shares             Price          (Years)              2000
     <S>                                           <C>              <C>              <C>               <C>
    --------------------------------------------------------------------------------------------------------
     1996                                         90,000           $14.00             5.5            90,000
     Plan                                         86,500           $15.25             6.5            64,875
                                                  79,500           $13.75             7.5            39,750
                                                  96,500           $12.50             8.5            24,125
                                                  86,000           $ 8.00             9.5
     Directors'                                    7,000           $16.25            6.25             7,000
     Plan                                          7,000           $14.25            7.25             7,000
                                                   7,000           $11.75            8.25             7,000
                                                   6,000           $ 9.00            9.25             6,000
     Salaried Plan                               171,360           $13.50            7.67            68,544
                                                  92,500           $ 8.00             9.5
    --------------------------------------------------------------------------------------------------------
                                                 729,360                                            314,294
    ========================================================================================================
</TABLE>


<PAGE>
     The fair value of each option  grant is  estimated on the date of the grant
using the  Black-Scholes  option pricing model.  The following  weighted-average
assumptions  were used for the year ended June 30, 2000: Risk free interest rate
of 6.27%;  expected  dividend yield of 0%; expected  volatility of 44%, expected
life of ten years.

     NOTE 11: OPERATING LEASES

     The Company has several  noncancelable  operating  leases for  railcars and
other equipment,  which expire from April 2001 through November 2004. The leases
generally  require  the  Company to pay all service  costs  associated  with the
railcars.  Rental payments include minimum rentals plus contingent amounts based
on mileage.

     Future minimum lease payments at June 30, 2000 are as follows:

      (in thousands)
      2001                                                         $  2,144
      2002                                                            1,152
      2003                                                              645
      2004                                                              151
      2004                                                                2
      ---------------------------------------------------------------------
      Future minimum lease payments                                $  4,094
      =====================================================================

     Rental  expense for all  operating  leases with terms longer than one month
totaled $2,458,096, $2,305,235 and $1,488,554 for the years ended June 30, 2000,
1999 and 1998, respectively.

     NOTE 12: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

     Generally  accepted  accounting  principles  require  disclosure of certain
significant  estimates and current  vulnerabilities  due to certain  significant
concentrations. Those matters include the following:

      A  majority  of  the  Company's  labor  force  is  covered  by  collective
bargaining  agreements which expire August 31, 2002 at the Atchison plant and on
November 1, 2000 at the Pekin plant.

      Under its  self-insurance  plan, the Company accrues the estimated expense
of health care and  workers'  compensation  claims  costs based on claims  filed
subsequent  to  year-end  and an  additional  amount  for  incurred  but not yet
reported claims based on prior experience. An accrual for such costs of $138,000
is included in the accompanying 2000 financial statements. Claims payments based
on actual claims ultimately filed could differ materially from these estimates.

       During the years  ended June 30,  2000,  1999 and 1998,  the  Company had
sales to one  customer  accounting  for  approximately  13.3%,  12.0% and 10.5%,
respectively, of consolidated sales.







                                       35
                          Midwest Grain Products, 2000
<PAGE>

     NOTE 13: OPERATING INFORMATION

     The Company is comprised of one segment:  The  processing  and marketing of
products  derived  from  wheat,  corn  and  milo  through  a  single  integrated
production  process.  Product  group  sales for the  years  ended  June 30,  are
summarized as follows:

                                       2000           1999           1998
-------------------------------------------------------------------------
(in  thousands)
Wheat gluten  products               $70,912      $ 56,153       $ 42,489
Premium  wheat starch                 29,186        27,173         27,791
Alcohol products                     129,023       129,729        147,957
Flour and other mill products          2,759         3,046          5,017
-------------------------------------------------------------------------
                                    $231,880      $216,101       $223,254
=========================================================================

      NOTE 14: ADDITIONAL CASH FLOWS INFORMATION


Years ended June 30,                    2000          1999           1998
--------------------------------------------------------------------------
(in thousands)
Investing and Non-cash
  Financing Activities:
  Purchase of property and
    equipment in accounts payable     $  255         $ 136          $  29
  Purchase of treasury stock
    in accounts payable                              $ 155
Additional Cash Payment Information:
  Interest paid (net of
    amount capitalized)                $1,542      $ 2,013         $1,887
  Income taxes paid
    (refunded)                         $  704      $(1,001)        $ (178)
===========================================================================

      NOTE 15: CONTINGENCIES

      There  are  various  legal  proceedings  involving  the  Company  and  its
subsidiaries.  Management  considers  that the  aggregate  liabilities,  if any,
arising  from such  actions  would  not have a  material  adverse  effect on the
consolidated financial position or operations of the Company.

      NOTE 16: FUTURE CHANGES IN ACCOUNTING PRINCIPLES

     The Financial  Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative  Instruments and Hedging
Activities  (ASFAS 133@).  This statement,  as amended by SFAS Nos. 137 and 138,
requires all  derivatives  to be recorded on the balance sheet at fair value and
establishes  standardized  accounting  methodologies for hedging activities.  If
certain  conditions  are met, a derivative  may be designated as a fair value or
cash flow  hedge.  Qualifying  hedges may result in  recognition  of  offsetting
changes  in  fair  values  of the  hedging  instrument  and  hedged  item in the
statement of income (fair value hedges) or  recognition of changes in fair value
of the hedging instrument in comprehensive income (cash flow hedges).


<PAGE>
     The Company is required to adopt the statement  prospectively  beginning in
its first quarter  ending  September  30, 2000.  The Company  cannot  reasonably
estimate the impact of adoption on future  financial  statements.  However,  the
statement may  generally  have the effect of  recognition  of gains or losses on
hedging  instruments in income in periods earlier than previously  recognized to
the extent of hedge  ineffectiveness or to the extent derivative  instruments do
not qualify for hedge accounting recognition under SFAS 133.


                                       36
                   Notes to Consolidated Financial Statements




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

<PAGE>
                                                                     Exhibit 23
 [LOGO]
                                                             City Center Square
                                                   1100 Main Street, Suite 2700
                                               Kansas City, Missouri 64105-2112
         Baird, Kurtz & Dobson                    816 221-6300 FAX 816 221-6380
--------------------------------------------------------------------------------
                                                  bkd.com



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Midwest Grain Products, Inc.

We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-51849,  on Form S-8 and the related Prospectus dated May 5, 1998, of Midwest
Grain  Products,  Inc.  of our  report  dated  August 1, 2000,  relating  to the
consolidated balance sheets of Midwest Grain Products,  Inc. as of June 30, 2000
and 1999,  and the  related  consolidated  statements  of income,  stockholders'
equity and cash flows for each of the three  years in the period  ended June 30,
2000,  which report is  incorporated  by reference in the Annual  Report on Form
10-K of Midwest  Grain  Products,  Inc. for the fiscal year ended June 30, 2000,
and of our report dated August 1, 2000,  with regard to the financial  statement
schedule that is included in such Form 10-K for the year ended June 30, 2000. We
also  consent to the  reference  to our firm under the heading  "Experts" in the
Prospectus to the Registration Statement.



                                                      s/BAIRD, KURTZ & DOBSON


Kansas City, Missouri
September 8, 2000

Solutions for Success


                             Member of Moores Rowland International      [Logo]
                                      an association of independent
                              accounting firms throughout the world









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>

     EXHIBIT 27 MIDWEST  GRAIN  PRODUCTS,  INC.  FINANCIAL  DATA  SCHEDULE  THIS
SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM MIDWEST GRAIN
PRODUCTS, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED JUNE 30, 2000
AND  CONSOLIDATED  BALANCE  SHEET AS AT JUNE 30,  2000,  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000835011
<NAME> MIDWEST GRAIN PRODUCTS, INC.
<MULTIPLIER> 1,000

<S>                                     <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-START>                              JUL-1-1999
<PERIOD-END>                               JUN-30-2000
<CASH>                                           7,728
<SECURITIES>                                         0
<RECEIVABLES>                                   30,272<F1>
<ALLOWANCES>                                       252
<INVENTORY>                                     19,246
<CURRENT-ASSETS>                                62,921
<PP&E>                                         232,508
<DEPRECIATION>                                 139,737
<TOTAL-ASSETS>                                 155,779
<CURRENT-LIABILITIES>                           17,832
<BONDS>                                         18,181
<COMMON>                                         6,715
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          4
<OTHER-SE>                                      95,659<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   155,779
<SALES>                                        231,880
<TOTAL-REVENUES>                               231,880
<CGS>                                          210,978
<TOTAL-COSTS>                                  223,087<F3>
<OTHER-EXPENSES>                                    39
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              (1,469)
<INCOME-PRETAX>                                  8,082
<INCOME-TAX>                                    (3,192)
<INCOME-CONTINUING>                              4,890
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,890
<EPS-BASIC>                                       0.54
<EPS-DILUTED>                                     0.54
<FN>
<F1> Reflects Receivables less Allowances.
<F2> Reflects retained earnings and additional paid in captial
     less cost of Treasury Stock.
<F3> Reflects cost of sales and selling, general &
     administrative expenses.
</FN>



</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
