N:\DOCS\57415\000\4951008j.330
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
M.G. Products, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
55301K 10 5
(CUSIP Number)
Copy to:
M.G. Products, Inc. Gilbert E. Haakh, Esq.
8154 Bracken Creek Kindel & Anderson L.L.P.
San Antonio, Texas 78266-2143 555 S. Flower Street, 29th Flr.
Attn: Ishmael D. Garcia 29th Floor
(210) 651-5188 Los Angeles, CA. 90017
(213) 688-2554
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications
September 29, 1996
(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the statement . (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PATRICK FARRAH S.S.# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MR. FARRAH IS A U.S. CITIZEN
7 SOLE VOTING POWER
NUMBER OF NONE
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH NONE
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
I.N.
Item 1. Security and Issuer.
This report filed by Patrick Farrah covers the no par value common stock of
M.G. Products, Inc. ("M.G."), a California corporation whose principal
executive offices are located at 8154 Bracken Creek, San Antonio, Texas
78266-2143 where its telephone number is (210) 651-5188.
Item 2. Identity and Background.
(a) Patrick Farrah
(b) Residence address:
P.O. Box 3644
Rancho Santa Fe, California 92067
(c) I am employed by The Home Depot, Inc., 2727 Paces Ferry
Road, Atlanta, Georgia 30339-4089. The Home Depot is a home
improvement retailer.
(d) No.
(e) No.
(f) United States
Item 3. Source and Amounts of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On September 29, 1996 I sold 939,930 shares of common stock of M.G.
Products, Inc. to the independently trusteed 1996 Michael P. Farrah Trust
and sold 939,931 shares of M.G. common stock to the independently trusteed
Shannon Ann Farrah Trust. Michael Farrah, the beneficiary of the 1996
Michael P. Farrah Trust, is my adult son, not residing with me and Shannon
Ann Farrah, the beneficiary of the 1996 Shannon Ann Farrah Trust is my
adult daughter, not residing with me.
I disclaim all interest in such 1,879,861 shares. I now own no shares of
M.G. and have no interest in any shares of M.G.
The purchase price per share of $7/8 was paid by promissory notes of the
Trusts. The notes are collateralized by the shares in the Trusts.
The Trusts and the promissory notes and stock pledge agreements that are
exhibits thereto, were filed as Exhibit 3 (Michael P. Farrah Trust) and
Exhibit 4 (Shannon Ann Farrah Trust), respectively to the report on Form 8-
K dated October 8, 1996 of M.G.
Item 5. Interest in Securities of Issuer.
(a) Number of Shares: None Percentage of
Outstanding Shares: 0
(b) Not applicable.
(c) Except for the sale of the 1,879,861 shares discussed in
Item 4, during the past 60 days I have not effected any
transactions in the equity securities of M.G.
(d) None.
(e) September 29, 1996
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
See Item 4.
Item 7. Material To Be Filed As Exhibits.
None. But see Item 4.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: October 7, 1996 /s/ PATRICK FARRAH
Patrick Farrah
