WAIVER AND CONSENT               Exhibit 4(b)      

       THIS WAIVER AND CONSENT ("Waiver") is granted as of February 2, 1996, by
COMMERCE BANK, N.A. located in Kansas city, Missouri ("Bank") for the benefit of
MIDWEST GRAIN PRODUCTS, INC. ("Company").

       WHEREAS,  pursuant to the Second  Amended Line of Credit Loan Agreement
dated  as of  September  18,  1995  by  and  between  Bank  and  Company  ("Loan
Agreement"),  Bank agreed to make advances to Company, subject to certain terms,
conditions and limitations contained therein; and

       WHEREAS,  Company is in  violation of certain  covenant  under the Loan
Agreement,  and Company has requested that Bank  acknowledge  its waiver of such
covenant; and

       WHEREAS,  pursuant to the terms for  Section 5.1 of the Loan  Agreement
for Fixed waive compliance with covenants by a writing executed by an officer of
the Bank and the parties may  consent in writing to a  modification  of the Loan
Agreement.

       NOW, THEREFORE, for valuable consideration, the Bank hereby agrees as
 follows;

         1. Capitalized terms used herein and not defined herein, shall have the
meanings ascribed to them in the Loan Agreement.

         2.  Bank  hereby  waives  compliance  with  Section  3.1(e) of the Loan
Agreement for the fiscal quarter of Company ended December 31, 1995.

         3. Bank consents to the inclusion of depreciation  net of major capital
maintenance  in the  calculation  of New Income  Available for Fixed Charges for
(and only for) for the  propose of  computation  of the fixed  charges  coverage
ratio of section  3.1(e) of the Loan  Agreement  for each fiscal  quarter of the
Company  during the period  beginning  January 1, 1996 and ending  December  31,
1996.

         4. This Waiver  shall be  strictly  limited to the  covenant  set forth
herein and shall not  obligate  Bank to grant any further  waivers in the future
unless otherwise specifically agreed to by the Bank.

         5.  This Waiver shall be governed by, and construed in accordance with,
the laws of the State of Missouri.

         IN WITNESS  WHEREOF,  Bank has executed  this  Waiver,  and Company has
executed its acknowledgment and agreement  herewith,  as of the date first above
written.

                                              COMMERCE BANK, N.A.
                                                 s/Frederick Marsten
                                              By:________________________
                                              Title: V.P.

Acknowledged and Accepted:

MIDWEST GRAIN PRODUCTS, INC.

    s/Robert G. Booe
By:________________________
Title: V.P. - CFO