SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.2) Midwest Grain Products, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59832G104 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages CUSIP No. 59832G104 13G Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quest Advisory Corp. 13-2579297 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 702,222 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 702,222 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 702,222 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.19% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 59832G104 13G Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quest Management Company 06-1354019 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 52,600 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 52,600 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% 12 TYPE OF REPORTING PERSON* IA CUSIP No. 59832G104 13G Page 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles M. Royce ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES See Item 2(a) of attached schedule BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING See Item 2(a) of attached schedule PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 2(a) of attached schedule 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) See Item 2(a) of attached schedule 12 TYPE OF REPORTING PERSON* IN CUSIP No. 59832G104 13G Page 5 of 8 Pages Item 1(a) Name of Issuer: Midwest Grain Products, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: Investor Relations Dept. 1300 Main St Atchison, KS 66002 Item 2(a) Name of Persons Filing: Quest Advisory Corp. ("Quest"), Quest Management Company ("QMC"), and Charles M. Royce. Mr. Royce may be deemed to be a controlling person of Quest and QMC, and as such may be deemed to beneficially own the shares of Common Stock of Midwest Grain Products, Inc. beneficially owned by Quest and QMC. Mr. Royce does not own any shares outside of Quest and QMC, and disclaims beneficial ownership of the shares held by Quest and QMC. Item 2(b) Address of Principal Business Office, or, if None, Residence: 1414 Avenue of the Americas, New York, NY 10019 Item 2(c) Citizenship: Quest is a New York Corporation, QMC is a Connecticut General Partnership, and Mr. Royce is a citizen of the U.S.A. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 59832G104 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) (h) [X] Group CUSIP No. 59832G104 13G Page 6 of 8 Pages Item 4 Ownership (a) Amount Beneficially Owned Quest: 702,222 QMC: 52,600 (b) Percent of Class: Quest: 7.19% QMC: 0.54% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Quest 702,222 QMC 52,600 (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition of Quest 702,222 QMC 52,600 (iv) shared power to dispose or to direct the disposition of See item 2(a) above for information relating to the beneficial ownership of Mr. Royce. Item 5 Ownership of Five Percent or Less of a Class. ( ) Item 6 Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8 Identification and Classification of Members of the Group. This filing is on behalf of Quest, QMC and Mr. Royce as members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Each of Quest and QMC are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. Item 9 Notice of Dissolution of Group. NOT APPLICABLE CUSIP No. 59832G104 13G Page 7 of 8 Pages Item 10 Certification. By signing below each of the undersigned certifies that, to the best of its knowledge or belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Exhibits 1. Agreement to file Schedule 13G jointly. Signature After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Date: February 3, 1997 Quest Advisory Corp. S/JACK E. FOCKLER S/JOHN E. DENNEEN By: Jack E. Fockler John E. Denneen atty - in - fact Signature Charles M. Royce Quest Management Company S/JACK E. FOCKLER By: Jack E. Fockler Signature CUSIP No. 59832G104 13G Page 8 of 8 Pages Exhibit 1 AGREEMENT AGREEMENT dated as of February 3, 1997 between Quest Advisory Corp. ("Quest"), a New York corporation, Quest Management Company ("QMC"), a Connecticut general partnership, and Charles M. Royce. WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing: NOW, THEREFORE, the undersigned hereby agree as follows: 1. The Schedule 13G with respect to Midwest Grain Products, Inc. to which this is attached as Exhibit 1 is filed on behalf of Quest, QMC and Mr. Royce. 2. Each of Quest, QMC and Mr. Royce is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing. IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written. QUEST ADVISORY CORP. S/JACK E. FOCKLER By: Jack E. Fockler QUEST MANAGEMENT COMPANY S/JACK E. FOCKLER By: Jack E. Fockler S/JOHN E. DENNEEN John E. Denneen atty-in-fact Charles M. Royce