The MG Midget Mk I continued to be built until mid-1964, when a number of significant upgrades were introduced. It was still an entry-level sports car, and enthusiasts would usually start with an Austin-Healey Sprite, MG Midget, or Triumph Spitfire, then upgrade to a MGB, Triumph TR4, or Lotus Elan.

In mid-1964 the MG Midget Mk II was introduced and the package became more sophisticated. For a start, the doors now had outside handles and windup windows, the windshield was taller and curved, and the turn signals were self-canceling. The starter motor was now engaged by turning the ignition switch instead of using a pull-cable, and the rear quarter-elliptic springs became semi-elliptic, which allowed for a smoother ride.

Welcomed news to American buyers included the option of center-locking wire wheels as opposed to the steel discs. Perhaps that little flourish helped sales, which jumped from 9,601 from 1961-64 to 26,601 between 1964 and 1966. The engine remained 1,098 cc, but higher compression boosted the horsepower from 55 at 5,500 rpm to 59 at 5,750 rpm. Top speed inched its way up to 93 mph. The Midget Mk III would be introduced in mid-1966, fitted with a de-tuned Mini Cooper 1,275 cc engine that would prove even more popular with 100,246 sold before emissions requirements and safety bumpers altered the model in 1974.

Good original examples of the Midget Mk II can still be found, but watch out for rust and poorly repaired crash damage, as the nose was very vulnerable. Many parts are available, but a noisy first gear will lead to a very unpleasant job of replacement, and the availability of good transmissions may be limited. Just as with the Mk I and Mk III models, avoid cars with front tube shock conversions. Unlike the MGB and Triumph TR4, MG Midgets are designed as just local runabouts. Prolonged highway travel is hard on both the car and its passengers.