Amended and

Restated

Articles of Incorporation

of

MGP Ingredients, Inc.

(as amended)

(Restated For Filing Purposes in
Accordance with Rule 102(c)) of Regulation S-T)

ARTICLE I

The Name of the Corporation is MGP Ingredients, Inc.*

ARTICLE II

The Location of its Principal Place of Business in this State is 1300 Main,
Atchison, Atchison County, Kansas.

ARTICLE III

The Location of its Registered Office in this State is 1300 Main, Atchison,
Atchison County.

ARTICLE IV

The Name and Address of its Resident Agent in this State is Cloud L. Cray,
Jr., 1300 Main, Atchison, Atchison County.

ARTICLE V

The purpose of this Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Kansas Corporation Code.

ARTICLE VI

The total number of shares of all classes of stock which the Corporation
shall have authority to issue is Twenty Million One Thousand (20,001,000) shares
consisting of:


________________________
* As amended effective October 10, 2002.


Exhibit 3(a)

1. Twenty Million (20,000,000) shares of Common Stock having no par
value; and

2. One Thousand (1,000) shares of Preferred Stock having a par value of
Ten Dollars ($10.00) per share.

The relative rights, preferences, privileges and limitations of the shares
of Common Stock and of the shares of Preferred Stock shall be as follows:

A. Holders of shares of Preferred Stock shall be entitled to receive,
when and as declared, out of the net profits of the Corporation, dividends
at the rate of five percent (5%) per annum on the par value of the
Preferred Stock, payable as the Board of Directors may determine, provided
that no such dividend shall be declared and paid on the Preferred Stock
unless the Corporation has, within the twelve (12) calendar months
immediately preceding the date of payment, paid dividends to the holders of
Common Stock in the amount of at least ten cents ($0.10) per share. Such
dividends on the Preferred Stock shall not be cumulative, and the Preferred
Stock shall not be entitled to participate in or to receive any profits or
earnings, or any other distributions in the nature of a dividend, other
than or in addition to such noncumulative five percent (5%) annual
dividends.

B. In the event of any liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Corporation, the holders of Common Stock
shall be entitled to receive liquidation payments of One Dollar ($1.00) per
share; the holders of Preferred Stock shall then be entitled to be paid in
full the par value of their shares before any additional amount shall be
paid to the holders of Common Stock; and after the payment to the holders
of Preferred Stock of its par value, the remaining assets and funds of the
Corporation shall be divided and paid to the holders of Common Stock
according to their respective shares.

C. Any unissued shares of stock of any class may be issued from time
to time by the Corporation in such manner, amounts and proportions and for
such consideration as shall be determined from time to time by the Board of
Directors and as may be permitted by law; provided, however, that no shares
of Preferred Stock shall be issued without the vote or written consent of
all of the holders of Preferred Stock then issued and outstanding.

D. The holders of shares of Common Stock, voting separately, shall
have the right to elect Group A directors, and the holders of shares of
Preferred Stock, voting separately, shall have the right to elect Group B
directors; provided that, if no shares of Preferred Stock are issued or
outstanding, the holders of shares of Common Stock shall have the right to
elect both Group A and Group B directors.

E. Only the holders of Preferred Stock shall be entitled to vote upon
(and the holders of Common Stock shall not have any vote, either as a class
or

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Exhibit 3(a)

otherwise, with respect to) any action or proposal which requires the
affirmative vote, consent or approval of the shareholders of this
Corporation, and which will authorize or direct the Corporation to do one
or more of the following: Merge or consolidate with another Corporation;
sell, lease or exchange all or substantially all of its property and
assets; voluntarily dissolve; or amend the Articles of Incorporation of the
Corporation; and any such action shall be validly authorized, and any such
proposals shall be adopted, upon receiving the affirmative vote, consent or
approval of the holders of a majority, or such greater percentage as may be
required by law or by the provisions of these Articles of Incorporation, of
the issued and outstanding shares of Preferred Stock; provided, however,
that the holders of Common Stock shall be entitled to vote, as a class,
upon any action or proposal heretofore described in this paragraph E if the
result thereof would be to increase or decrease the aggregate number of
authorized shares of Common Stock or Preferred Stock; increase or decrease
the par value of the shares of Common Stock or Preferred Stock; or alter or
change the powers, preferences or special rights of the shares of Common
Stock or of the shares of Preferred Stock so as to affect the holders of
Common Stock adversely. With respect to any action or proposal which
requires the affirmative vote, consent or approval of the shareholders of
this Corporation, other than (i) the election of directors; or (ii) an
action or proposal which, under the preceding provisions of this Article
VI, is to be authorized or adopted solely by a vote of the holders of the
shares of Preferred Stock, the holders of shares of Common Stock and the
holders of shares of Preferred Stock shall each vote separately, as a
class, and no such action shall be valid, nor shall any such proposal be
adopted, unless it receives the affirmative vote, consent or approval of
the holders of a majority, or such greater percentage as may be required by
law, of the shares of Common Stock and the shares of Preferred Stock. If no
shares of Preferred Stock are issued and outstanding, the provisions of
this paragraph E shall not apply, and all voting rights of the stockholders
of the Corporation shall be exercised solely by the holders of shares of
Common Stock.

F. Each holder of Preferred and Common Stock shall be entitled to one
(1) vote for each share of stock held by him, there shall be no right to
cumulative voting in the election of directors, and all requirements of
cumulative voting in force at the time of the organization of this
corporation are hereby eliminated.

ARTICLE VII

The term for which this Corporation is to exist is perpetual.

ARTICLE VIII

The number of directors shall be nine (9) divided into three classes
designated Class A, Class B and Class C, respectively. Classes A and B shall
each be composed of one Group A director and two Group B directors. The third,
Class C, shall be composed


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Exhibit 3(a)

of two Group A directors and one Group B director. One class shall be elected to
office at each annual meeting of the shareholders, and each term of office shall
be for three years, with the terms of office of directors of the three classes
existing immediately after the annual meeting for 1988 expiring as follows:

Class A at the 1989 annual meeting
Class B at the 1990 annual meeting, and
Class C at the 1991 annual meeting.

At each future annual meeting of the shareholders, the successors to the
class of directors whose term expire at such meeting shall be elected to serve
for terms of three years.

In the event of the death, resignation or removal from office of a director
during his elected term of office, his successor shall be elected to serve only
until the expiration of the term of his predecessor.

ARTICLE IX

No holder of the shares of Common or Preferred Stock of this Corporation
shall be entitled as of right to subscribe for, purchase, or receive any part of
any new or additional issue of stock of any class, whether now or thereafter
authorized, or of any bonds, debentures, or other securities convertible into
stock of any class, and all such additional shares of stocks, bonds, debentures,
or other securities convertible into stock may be issued and disposed of by the
Board of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors, in
their absolute discretion, may deem advisable.

ARTICLE X

A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the provisions of Kansas Statutes Annotated, Sec.
17-6424, and amendments thereto, or (iv) for any transaction from which the
Director derived an improper personal benefit.


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