FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  _________  

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ________ to ________
    Commission file number 1-10816
                         MGIC INVESTMENT CORPORATION
            (Exact name of registrant as specified in its charter)

          WISCONSIN                                39-1486475
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                Identification No.)

    250 E. KILBOURN AVENUE                           53202
     MILWAUKEE, WISCONSIN                          (Zip Code)
(Address of principal executive offices)
 
                               (414) 347-6480
            (Registrant's telephone number, including area code)



Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

        YES     X                          NO
            ---------                         --------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

CLASS OF STOCK   PAR VALUE      DATE     NUMBER OF SHARES
--------------   ---------      ----     ----------------
Common stock       $1.00      7/31/99      109,126,978

                                    PAGE 1

<PAGE>
                         MGIC INVESTMENT CORPORATION
                              TABLE OF CONTENTS


                                                                     Page No.
                                                                     --------


PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements (Unaudited)

          Consolidated Balance Sheet as of
            June 30, 1999 (Unaudited) and December 31, 1998              3

          Consolidated Statement of Operations for the Three and Six
            Month Periods Ended June 30, 1999 and 1998 (Unaudited)       4

          Consolidated Statement of Cash Flows for the Six Months
            Ended June 30, 1999 and 1998 (Unaudited)                     5

          Notes to Consolidated Financial Statements (Unaudited)        6-8


Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                        9-21


Item 3.   Quantitative and Qualitative Disclosures About Market Risk    21


PART II.  OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders          22-23


Item 5.   Other Information                                            23-24


Item 6.   Exhibits and Reports on Form 8-K                              24

SIGNATURES                                                              25

INDEX TO EXHIBITS                                                       26

                                    PAGE 2

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
               June 30, 1999 (Unaudited) and December 31, 1998

                                                       June 30,   December 31,
                                                         1999        1998
                                                       --------   ------------
ASSETS                                               (In thousands of dollars)
------
Investment portfolio:
  Securities, available-for-sale, at market value:
    Fixed maturities                                  $2,661,837   $2,602,870
    Equity securities                                     18,728        4,627
    Short-term investments                               142,865      172,209
                                                      ----------   ----------
      Total investment portfolio                       2,823,430    2,779,706

Cash                                                       3,994        4,650
Accrued investment income                                 43,440       41,477
Reinsurance recoverable on loss reserves                  40,450       45,527
Reinsurance recoverable on unearned premiums               6,879        8,756
Home office and equipment, net                            33,688       32,400
Deferred insurance policy acquisition costs               23,105       24,065
Investments in joint ventures                             97,856       75,246
Other assets                                              45,494       38,714
                                                      ----------   ---------- 
      Total assets                                    $3,118,336   $3,050,541
                                                      ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
  Loss reserves                                       $  686,634   $  681,274
  Unearned premiums                                      173,500      183,739
  Notes payable (note 2)                                 417,000      442,000

  Other liabilities                                       65,561      102,937
                                                      ----------   ----------
      Total liabilities                                1,342,695    1,409,950
                                                      ----------   ---------- 
Contingencies (note 3)

Shareholders' equity:
  Common stock, $1 par value, shares authorized
    300,000,000; shares issued 121,110,800;
    shares outstanding, 6/30/99 - 109,077,962;
    1998 - 109,003,032                                   121,111      121,111
  Paid-in surplus                                        215,994      217,022
  Treasury stock (shares at cost, 6/30/99 - 12,032,838;
    1998 - 12,107,768)                                  (479,476)    (482,465)
  Accumulated other comprehensive income - unrealized
    appreciation in investments, net of tax               19,762       94,572
  Retained earnings                                    1,898,250    1,690,351
                                                      ----------   ----------
      Total shareholders' equity                       1,775,641    1,640,591
                                                      ----------   ----------
      Total liabilities and shareholders' equity      $3,118,336   $3,050,541
                                                      ==========   ==========


See accompanying notes to consolidated financial statements.

                                    PAGE 3

<PAGE>
                 MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
           Three and Six Month Periods Ended June 30, 1999 and 1998
                                  (Unaudited)

                                Three Months Ended     Six Months Ended
                                     June 30,              June 30,
                                ------------------     -----------------
                                  1999       1998       1999       1998
                                  ----       ----       ----       ---- 
                                       (In thousands of dollars,
                                         except per share data)
Revenues:
  Premiums written:
    Direct                      $200,989   $187,733   $389,335   $365,530
    Assumed                        1,166      2,168      1,604      4,137
    Ceded                         (5,781)    (3,238)   (10,554)    (6,517)
                                --------   --------   --------   --------
  Net premiums written           196,374    186,663    380,385    363,150
  (Increase) decrease in
   unearned premiums              (1,608)     2,585      8,362     15,919
                                --------   --------   --------   --------
  Net premiums earned            194,766    189,248    388,747    379,069
  Investment income, net of 
    expenses                      38,627     35,325     75,542     69,714
  Realized investment gains, net   1,212        946      3,353     11,241
  Other revenue                   15,326     12,507     28,956     21,968
                                --------   --------   --------   --------
    Total revenues               249,931    238,026    496,598    481,992
                                --------   --------   --------   --------
Losses and expenses:
  Losses incurred, net            30,941     52,514     75,173    111,952
  Underwriting and other
    expenses                      51,949     45,532    105,182     90,690
  Interest expense                 4,644      3,456     10,042      7,086
  Ceding commission                 (565)      (929)      (926)    (1,266)
                                --------   --------   --------   --------
    Total losses and expenses     86,969    100,573    189,471    208,462
                                --------   --------   --------   --------
Income before tax                162,962    137,453    307,127    273,530
Provision for income tax          50,028     42,241     93,775     84,271
                                --------   --------   --------   --------
Net income                      $112,934   $ 95,212   $213,352   $189,259
                                ========   ========   ========   ========
Earnings per share (note 4):
   Basic                        $   1.04   $   0.83   $   1.96   $   1.66
                                ========   ========   ========   ========
   Diluted                      $   1.02   $   0.82   $   1.94   $   1.64
                                ========   ========   ========   ========

Weighted average common shares
  outstanding - diluted (shares
  in thousands, note 4)          110,254    115,713    110,129    115,727
                                ========   ========   ========   ========
Dividends per share             $  0.025   $  0.025   $  0.050   $  0.050
                                ========   ========   ========   ========




See accompanying notes to consolidated financial statements.

                                    PAGE 4

<PAGE>


                 MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                    Six Months Ended June 30, 1999 and 1998
                                 (Unaudited)
                                                        Six Months Ended
                                                             June 30,
                                                      --------------------
                                                        1999         1998
                                                        ----         ----
                                                    (In thousands of dollars)
Cash flows from operating activities:
  Net income                                          $213,352     $189,259
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Amortization of deferred insurance policy
        acquisition costs                                8,180       11,249
      Increase in deferred insurance policy
        acquisition costs                               (7,220)      (9,358)
      Depreciation and amortization                      4,723        3,503
      Increase in accrued investment income             (1,963)      (3,798)
      Decrease in reinsurance recoverable on loss
        reserves                                         5,077        4,304
      Decrease in reinsurance recoverable on unearned
        premiums                                         1,877        2,092
      Increase in loss reserves                          5,360       32,268
      Decrease in unearned premiums                    (10,239)     (18,012)
      Equity earnings in joint venture                  (9,150)      (4,920)
      Other                                               (469)      (8,765)
                                                      --------     --------
Net cash provided by operating activities              209,528      197,822
                                                      --------     --------
Cash flows from investing activities:
  Purchase of equity securities                        (14,101)      (3,886)
  Purchase of fixed maturities                        (662,732)    (503,774)
  Additional investment in joint venture               (13,460)     (15,000)
  Proceeds from sale of equity securities                    -      116,164
  Proceeds from sale or maturity of fixed maturities   490,989      247,210
                                                      --------     --------    
Net cash used in investing activities                 (199,304)    (159,286)
                                                      --------     --------
Cash flows from financing activities:
  Dividends paid to shareholders                        (5,453)      (5,705)
  Net (decrease) increase in notes payable             (25,000)       7,500
  Interest payments on notes payable                   (11,265)      (7,342)
  Reissuance of treasury stock                           1,494       12,210
  Repurchase of common stock                                 -      (29,300)
                                                      --------     --------
Net cash used in financing activities                  (40,224)     (22,637)
                                                      --------     --------
Net (decrease) increase in cash and short-term 
  investments                                          (30,000)      15,899
Cash and short-term investments at beginning
  of period                                            176,859      119,626
                                                      --------     --------
Cash and short-term investments at end of period      $146,859     $135,525
                                                      ========     ========



See accompanying notes to consolidated financial statements.

                                    PAGE 5

<PAGE>
                               
          MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                June 30, 1999
                                 (Unaudited)


Note 1 - Basis of presentation

      The   accompanying   unaudited  consolidated   financial
statements of MGIC Investment Corporation (the "Company")  and
its wholly-owned subsidiaries have been prepared in accordance
with  the instructions to Form 10-Q and do not include all  of
the  other  information and disclosures required by  generally
accepted  accounting  principles. These statements  should  be
read in conjunction with the consolidated financial statements
and  notes  thereto  for  the year  ended  December  31,  1998
included in the Company's Annual Report on Form 10-K for  that
year.

     The  accompanying consolidated financial statements  have
not been audited by independent accountants in accordance with
generally  accepted auditing standards, but in the opinion  of
management  such financial statements include all adjustments,
consisting  only  of normal recurring accruals,  necessary  to
summarize fairly the Company's financial position and  results
of operations. The  results  of  operations for the six months
ended June 30, 1999 may not be indicative of the results  that
may be expected for the year ending December 31, 1999.

Note 2 - Notes payable

    At June 30, 1999, the Company's outstanding balance of the
notes payable on the 1997 and 1998 credit facilities were $200
million  and  $217  million, respectively, which  approximated
market  value.  The interest rate on the notes payable  varies
based on LIBOR and at June 30, 1999 and December 31, 1998  the
rate  was 5.23% and 5.80%, respectively. The weighted  average
interest  rate on the notes payable for borrowings  under  the
1997  and 1998 credit agreements was 5.26% per annum  for  the
six months ended June 30, 1999.

    During the first half of 1999, the Company utilized  three
interest  rate  swaps  each with a  notional  amount  of  $100
million  to reduce and manage interest rate risk on a  portion
of  the variable rate debt under the credit facilities.   With
respect to all such transactions,  the notional amount of $100
million  represents the stated principal  balance  used  as  a
basis  for  calculating payments.  On the swaps,  the  Company
receives  a  floating  rate  based on  various  floating  rate
indices and pays fixed rates ranging from 3.74% to 4.13%.  Two
of  the  swaps renew monthly and one expires in October  2000.
Earnings   in  the  first  half  of  1999  on  the  swaps   of
approximately $1.8 million are netted against interest expense
in the Consolidated Statement of Operations.

                                    PAGE 6

<PAGE>
Note 3 - Contingencies

     The  Company  is involved in litigation in  the  ordinary
course  of  business.   In  the  opinion  of  management,  the
ultimate disposition of the pending litigation will not have a
material  adverse  effect  on the financial  position  of  the
Company.

Note 4 - Earnings per share

    The Company's basic and diluted earnings per share ("EPS")
have been calculated in accordance with Statement of Financial
Accounting Standards No. 128, Earnings Per Share ("SFAS 128").
The  following  is  a  reconciliation of the  weighted-average
number of shares used for basic EPS and diluted EPS.

                           Three Months Ended   Six Months Ended
                                June 30,            June 30,
                           ------------------   ----------------
                            1999      1998      1999      1998
                            ----      ----      ----      ----
                                   (Shares in thousands)

Weighted-average shares 
  - Basic EPS              109,059   114,144   109,031   114,067
 Common stock equivalents    1,195     1,569     1,098     1,660
                           -------   -------   -------   -------
 Weighted-average shares
  - Diluted EPS            110,254   115,713   110,129   115,727
                           =======   =======   =======   ======= 

Note 5 - Comprehensive income

     The  Company's total comprehensive income, as  calculated
per  Statement  of  Financial Accounting  Standards  No.  130,
Reporting Comprehensive Income,  was as follows:

                        Three Months Ended    Six Months Ended
                             June 30,             June 30,
                        ------------------    ----------------
                          1999      1998       1999      1998
                          ----      ----       ----      ----
                                 (In thousands of dollars)

 Net income             $112,934  $ 95,212   $213,352  $189,259
 Other comprehensive
   (loss) gain           (57,594)    4,188    (74,810)   (6,604)
                        --------  --------   --------  --------
    Total comprehensive
      income            $ 55,340  $ 99,400   $138,542  $182,655
                        ========  ========   ========  ========

     The difference between the Company's net income and total
comprehensive income for the three and six months  ended  June
30,  1999  and  1998  is  due  to  the  change  in  unrealized
appreciation on  investments, net of tax.

                                    PAGE 7

<PAGE>
Note 6 - New accounting standards

     In  June  1998, the Financial Accounting Standards  Board
issued  Statement of Financial Accounting Standards  No.  133,
Accounting  for Derivative Instruments and Hedging  Activities
("SFAS  133"), which will be effective for all fiscal quarters
of  all  fiscal  years  beginning after  June  15,  2000.  The
statement  establishes accounting and reporting standards  for
derivative    instruments   and   for   hedging    activities.
Management does not anticipate the adoption of SFAS  133  will
have  a  significant  effect  on  the  Company's  results   of
operations or its financial position due to its limited use of
derivative instruments.  (See note 2.)

Note 7 - Subsequent events

     The Company adopted a Shareholder Rights Plan on July 22,
1999.   Under  terms of the plan, on August  9,  1999,  Common
Share  Purchase Rights were distributed as a dividend  at  the
rate  of  one Common Share Purchase Right for each outstanding
share  of the Company's Common Stock.  The "Distribution Date"
occurs  ten  days  after an announcement  that  a  person  has
acquired 15 percent or more of the Company's Common Stock (the
date  on  which  such  an acquisition occurs  is  the  "Shares
Acquisition  Date" and a person who makes such an  acquisition
is an "Acquiring Person"), or ten business days after a person
announces  or  begins a tender offer in which consummation  of
such offer would result in ownership by a person of 15 percent
or  more  of the Common Stock.  The Rights are not exercisable
until  the  Distribution  Date.   Each  Right  will  initially
entitle  shareholders to buy one-half  of  one  share  of  the
Company's  Common Stock at a Purchase Price of $225  per  full
share (equivalent to $112.50 for each one-half share), subject
to  adjustment.   If there is an Acquiring Person,  then  each
Right (subject to certain limitations) will entitle its holder
to  purchase, at the Rights' then-current  Purchase  Price,  a
number  of shares of Common Stock of the Company (or if  after
the  Shares  Acquisition Date, the Company is  acquired  in  a
business combination, common shares of the acquiror) having  a
market  value  at the time equal to twice the Purchase  Price.
The Rights will expire on July 22, 2009, subject to extension.
The Rights are redeemable at a price of $.001 per Right at any
time  prior to the time a person becomes an Acquiring  Person.
Other  than  certain amendments, the Board  of  Directors  may
amend  the  Rights in any respect without the consent  of  the
holders of the Rights.

                                    PAGE 8

<PAGE>

I
TEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Consolidated Operations

  Three  Months Ended June 30, 1999 Compared With Three Months
  Ended June 30, 1998

     Net  income for the three months ended June 30, 1999  was
$112.9  million, compared to $95.2 million for the same period
of  1998,  an increase of 19%. Diluted earnings per share  for
the  three  months ended June 30, 1999 was $1.02  compared  to
$0.82  in  the same period last year, an increase of 24%.  The
percentage  increase  in  diluted  earnings  per   share   was
favorably affected by the lower adjusted shares outstanding at
June  30, 1999 as a result of common stock repurchased by  the
Company  during the second half of 1998.  See note  4  to  the
consolidated  financial statements.  As used in  this  report,
the  term  "Company"  means the Company and  its  consolidated
subsidiaries which do not include joint ventures in which  the
Company has an equity interest.

     The  amount of new primary insurance written by  Mortgage
Guaranty  Insurance  Corporation  ("MGIC")  during  the  three
months  ended  June  30, 1999 was $12.2 billion,  compared  to
$10.7 billion in the same period of 1998. Refinancing activity
accounted  for  27% of new primary insurance  written  in  the
second  quarter of 1999, compared to 32% in the second quarter
of 1998.

     The $12.2 billion of new primary insurance written during
the  second quarter of 1999 was offset by the cancellation  of
$10.2  billion of insurance in force, and resulted  in  a  net
increase  of  $2.0  billion  in primary  insurance  in  force,
compared  to  new primary insurance written of $10.7  billion,
the  cancellation of $11.5 billion, and a net decrease of $0.8
billion  in  primary  insurance in  force  during  the  second
quarter of 1998. Direct primary insurance in force was  $140.2
billion  at  June  30,  1999 compared  to  $138.0  billion  at
December  31,  1998 and $137.5 billion at June 30,  1998.   In
addition  to providing direct primary insurance coverage,  the
Company  also insures pools of mortgage loans.  New pool  risk
written  during the three months ended June 30, 1999 and  June
30,  1998, which was virtually all agency pool insurance,  was
$177  million  and $148 million, respectively.  The  Company's
direct  pool  risk in force at June 30, 1999 was $1.5  billion
compared  to $1.1 billion at December 31, 1998 and is expected
to  increase as a result of outstanding commitments  to  write
additional agency pool insurance.

     Cancellation activity has historically been  affected  by
the level of mortgage interest rates and  remained high during
the  second quarter of 1999 due to favorable mortgage interest
rates  which  resulted in a decrease in the  MGIC  persistency
rate  (percentage of insurance remaining  in force  from   one
year  prior)  to  66.6%  at  June 30, 1999  from 74.7% at June
30,  1998.   However,  the  number of cancellations  decreased
during  the  second quarter resulting in the persistency  rate
increasing  from 65.8% at March 31, 1999. Future  cancellation
activity  could  also be affected as a result  of  legislation
that  went into effect in July 1999 regarding cancellation  of
mortgage insurance.

                                    PAGE 9

<PAGE>
    Net premiums written were $196.4 million during the second
quarter of 1999, compared to $186.7 million during the  second
quarter of 1998.  Net premiums earned were $194.8 million  for
the  second quarter of 1999 compared to $189.2 million for the
same period in 1998. The increase was primarily a result of  a
higher  percentage of renewal premiums on mortgage loans  with
deeper coverages.

     Effective March 1, 1999, Fannie Mae changed its  mortgage
insurance   requirements  for  certain  fixed-rate   mortgages
approved by Fannie Mae's automated underwriting service.   The
changes permit lower coverage percentages on these loans  than
the deeper coverage percentages that went into effect in 1995.
In  March 1999, Freddie Mac announced that it was implementing
similar changes.  MGIC's premium rates vary with the depth  of
coverage.  While  lower coverage percentages result  in  lower
premium revenue, lower coverage percentages should also result
in lower incurred losses at the same level of claim incidence.
MGIC's  premium revenues could also be affected to the  extent
Fannie  Mae  and  Freddie  Mac are  compensated  for  assuming
default  risk that would otherwise be insured by  the  private
mortgage   insurance  industry.  These  Government   Sponsored
Enterprises (GSEs) introduced programs in 1998 and 1999  under
which  a  delivery  fee could be paid to them,  with  mortgage
insurance  coverage reduced below the coverage that  would  be
required in the absence of the delivery fee.

     In  March  1999, the Office of Federal Housing Enterprise
Oversight  ("OFHEO")  released a proposed  risk-based  capital
stress  test for the GSEs. One of the elements of the proposed
stress  test is that future claim payments made by  a  private
mortgage  insurer  on GSE loans are reduced below  the  amount
provided by the mortgage insurance policy to reflect the  risk
that  the  insurer will fail to pay.  Claim payments  from  an
insurer  whose  claims-paying  ability  rating  is  "AAA"  are
subject  to  a  10% reduction over the 10-year period  of  the
stress  test, while claim payments from a "AA" rated  insurer,
such  as MGIC, are subject to a 20% reduction.  The effect  of
the  differentiation among insurers is to require the GSEs  to
have  additional capital for coverage on loans provided  by  a
private  mortgage insurer whose claims-paying rating  is  less
than "AAA." As a result, there is an incentive for the GSEs to
use  private  mortgage insurance provided  by  a  "AAA"  rated
insurer.   The  Company does not believe  there  should  be  a
reduction  in  claim payments from private mortgage  insurance
nor should there be a distinction between "AAA" and "AA" rated
private  mortgage  insurers. The proposed stress  test  covers
many topics in addition to capital credit for private mortgage
insurance.  The stress test as a whole has been  controversial
in  the home mortgage finance industry and is not expected  to
become  final  for  some  time.  The  Company  cannot  predict
whether the portion of the stress test discussed above will be
adopted in its present form.

                                    PAGE 10

<PAGE>
     Mortgages (newly insured during the first half of 1999 or
in  previous periods) equal to approximately 24% of MGIC's new
insurance  written  during the second quarter  of  1999   were
subject   to   captive   mortgage  reinsurance   and   similar
arrangements compared to 12% during the same period  in  1998.
Such   arrangements entered into during a quarter  customarily
include  loans newly insured in a prior quarter. As a  result,
the percentages cited above would be lower if only the current
quarter's newly insured mortgages subject to such arrangements
were included. The percentage of new insurance written subject
to  captive  mortgage reinsurance arrangements is expected  to
increase   during  the remainder  of  1999 as new transactions
are consummated.  At June 30, 1999 approximately 10% of MGIC's
risk  in  force was subject to captive reinsurance and similar
arrangements  compared  to  7% at  December  31,  1998.  In  a
February  1999  circular letter, the New  York  Department  of
Insurance  said it was in the process of developing guidelines
that  would  articulate  the parameters  under  which  captive
mortgage  reinsurance is permissible under New York  insurance
law.

    Investment income for the second quarter of 1999 was $38.6
million,  an  increase  of 9% over the $35.3  million  in  the
second  quarter  of  1998.  This increase  was  primarily  the
result  of  an  increase  in  the amortized  cost  of  average
invested assets to $2.8 billion for the second quarter of 1999
from  $2.4 billion for the second quarter of 1998, an increase
of  13%. The portfolio's average pre-tax investment yield  was
5.5%  for  the  second quarter of 1999 and 5.8% for  the  same
period  in  1998. The portfolio's average after-tax investment
yield was 4.7% for the second quarter of 1999 and 4.9% for the
same  period  in 1998.   The Company realized  gains  of  $1.2
million  during the three months ended June 30, 1999  compared
to  realized gains of $0.9 million during the same  period  in
1998 resulting primarily from the sale of fixed maturities  in
both periods.

     Other revenue was $15.3 million for the second quarter of
1999, compared with $12.5 million for the same period in 1998.
The increase is primarily the result of an increase  in equity
earnings    from    Credit-Based   Asset     Servicing     and
Securitization    LLC    and   Litton    Loan   Servicing   LP
(collectively,  "C-BASS"),  a  joint  venture   with   Enhance
Financial  Services Group Inc.  In accordance  with  generally
accepted   accounting  principles,  each  quarter  C-BASS   is
required to estimate the value of its mortgage-related  assets
and  recognize in earnings the resulting net unrealized  gains
and  losses.  Including open trades, C-BASS's mortgage-related
assets were $682 million at June 30, 1999 and are expected  to
increase   in  the  future.   Substantially  all  of  C-BASS's
mortgage-related  assets  do  not have  readily  ascertainable
market  values  and  as a result  their  value  for  financial
statement purposes is estimated by the management of C-BASS.

     Net losses incurred decreased 41% to $30.9 million during
the  second  quarter  of 1999 from $52.5  million  during  the
second quarter of 1998. Such decrease was primarily attributed
to  an increase in the redundancy in prior year loss reserves,
a  decline  in  losses  paid and notice  inventory,  continued
improvement  in  California  and   generally  strong  economic
conditions throughout the country. The redundancy results from
actual  claim rates and actual claim amounts being lower  than
those  estimated  by the Company when originally  establishing
the   reserve  at  December  31,  1998.   The  primary  notice
inventory declined from 28,165 at March 31, 1999 to 25,573  at
June 30, 1999. The pool notice inventory increased  from 7,382
at  March 31, 1999 to 8,015 at June 30, 1999, attributable  to
defaults on new agency pool insurance written during 1997  and
1998.  At June 30,

                                    PAGE 11

<PAGE> 
1999, 68% of MGIC's insurance in force  was written during the
preceding fourteen quarters, compared to 63% at June 30, 1998. 
The  highest  claim  frequency  years  have typically been the
third  through fifth year after the year  of loan origination. 
However,  the  pattern of claims frequency for refinance loans
may be different  from the historical  pattern of other loans.

     Underwriting  and  other  expenses  increased   to  $51.9
million  in  the second quarter of 1999 from $45.5 million  in
the  second quarter of 1998, an increase of 14%. This increase
was  primarily due to increases associated with  contract  and
field office underwriting expenses.

     Interest expense increased to $4.6 million in the  second
quarter  of 1999 from $3.5 million during the same  period  in
1998 due to higher outstanding notes payable, the proceeds  of
which  were used to repurchase common stock during the  second
half of 1998.

     The  Company  utilized  financial derivative transactions
during the second quarter of 1999 consisting of interest  rate
swaps  to  reduce and manage interest rate risk on  its  notes
payable. During the second quarter of 1999, earnings  on  such
transactions  aggregated approximately $1.2 million  and  were
netted   against  interest  expense.  See  note   2   to   the
consolidated financial statements.

    The consolidated insurance operations loss ratio was 15.9%
for  the  second  quarter of 1999 compared to  27.7%  for  the
second  quarter of 1998. The consolidated insurance operations
expense   and   combined   ratios  were   20.4%   and   36.3%,
respectively, for the second quarter of 1999 compared to 19.1%
and 46.8% for the second quarter of 1998.

     The effective tax rate was 30.7% in the second quarter of
1999  and  1998.  During both periods, the effective tax  rate
was  below the statutory rate of 35%, reflecting the  benefits
of tax-preferenced investment income.

 Six Months Ended June 30, 1999 Compared With Six Months Ended
 June 30, 1998

     Net  income  for the six months ended June 30,  1999  was
$213.4 million, compared to $189.3 million for the same period
of  1998,  an increase of 13%. Diluted earnings per share  for
the six months ended June 30, 1999 was $1.94 compared to $1.64
in  the  same  period  last  year, an  increase  of  18%.  The
percentage  increase  in  diluted  earnings  per   share   was
favorably affected by the lower adjusted shares outstanding at
June  30, 1999 as a result of common stock repurchased by  the
Company  during the second half of 1998.  See note  4  to  the
consolidated financial statements.

    The amount of new primary insurance written by MGIC during
the six months ended June 30, 1999 was $24.2 billion, compared
to  $19.2  billion  in  the same period of  1998.  Refinancing
activity accounted for 34% of new primary insurance written in
both the first half of 1999 and 1998.

                                    PAGE 12

<PAGE>
     The $24.2 billion of new primary insurance written during
the first half of 1999 was offset by the cancellation of $22.0
billion  of insurance in force, and resulted in a net increase
of $2.2 billion in primary insurance in force, compared to new
primary  insurance written of $19.2 billion, the  cancellation
of  $20.2  billion,  and a net decrease  of  $1.0  billion  in
primary  insurance  in force during the first  half  of  1998.
Direct  primary  insurance in force was $140.2 billion at June
30,  1999 compared to $138.0 billion at December 31, 1998  and
$137.5  billion  at June 30, 1998.  In addition  to  providing
direct  primary insurance coverage, the Company  also  insures
pools of mortgage loans.  New pool risk written during the six
months  ended  June  30, 1999 and June  30,  1998,  which  was
virtually all agency pool insurance, was $374 million and $292
million, respectively. The Company's direct pool risk in force
at  June 30, 1999 was $1.5 billion compared to $1.1 billion at
December  31, 1998 and is expected to increase as a result  of
outstanding  commitments  to  write  additional  agency   pool
insurance.

     Cancellation activity has historically been  affected  by
the level of mortgage interest rates and  remained high during
the  first  half  of  1999 due to favorable mortgage  interest
rates  which  resulted in a decrease in the  MGIC  persistency
rate  (percentage of insurance remaining  in force   from  one
year   prior)  to  66.6%  at June 30, 1999  from 74.7% at June
30,  1998.   However,  the  number of cancellations  decreased
during  the  second quarter resulting in the persistency  rate
increasing  from 65.8% at March 31, 1999.  Future cancellation
activity  could  also be affected as a result  of  legislation
that  went into effect in July 1999 regarding cancellation  of
mortgage insurance.

     Net premiums written were $380.4 million during the first
half of 1999, compared to $363.2 million during the first half
of  1998.   Net  premiums earned were $388.7 million  for  the
first  half  of 1999 compared to $379.1 million for  the  same
period  in  1998. The increase was primarily  a  result  of  a
higher percentage of  renewal premiums on mortgage loans  with
deeper coverages.

     For  a  discussion  of  certain programs  with  the  GSEs
regarding  reduced mortgage insurance requirements and  for  a
discussion of proposed capital regulations for the  GSEs,  see
second quarter discussion.

     Mortgages (newly insured during the first half of 1999 or
in  previous periods) equal to approximately 27% of MGIC's new
insurance written during the first half of 1999  were  subject
to  captive  mortgage  reinsurance  and  similar  arrangements
compared  to  15%  during  the  same  period  in  1998.   Such
arrangements   entered   into  during   a   reporting   period
customarily  include loans newly insured in a prior  reporting
period.  As  a  result, the percentages cited above  would  be
lower  if  only  the current reporting period's newly  insured
mortgages  subject  to such arrangements  were  included.  The
percentage  of  new  insurance  written  subject  to   captive
mortgage  reinsurance  arrangements is  expected  to  increase
during   the   remainder   of  1999  as new  transactions  are
consummated.   At June 30, 1999 approximately  10%  of  MGIC's
risk  in  force was subject to captive reinsurance and similar
arrangements  compared  to  7% at  December  31,  1998.  In  a
February  1999  circular letter, the New  York  Department  of
Insurance  said it was in the process of developing guidelines
that  would  articulate  the parameters  under  which  captive
mortgage  reinsurance is permissible under New York  insurance
law.
                                  
                                    PAGE 13

<PAGE> 
     Investment  income for the first half of 1999  was  $75.5
million, an increase of 8% over the $69.7 million in the first
half  of 1998.  This increase was primarily the result  of  an
increase  in the amortized cost of average invested assets  to
$2.7 billion for the first half of 1999 from $2.4 billion  for
the  first  half of 1998, an increase of 15%. The  portfolio's
average  pre-tax investment yield was 5.5% for the first  half
of  1999 and 5.8% for the same period in 1998. The portfolio's
average after-tax investment yield was 4.7% for the first half
of  1999  and  4.9% for the same period in 1998.  The  Company
realized  gains  of $3.4 million during the six  months  ended
June  30,  1999  resulting primarily from the  sale  of  fixed
maturities compared to realized gains of $11.2 million  during
the  same period in 1998 resulting primarily from the sale  of
equity securities.

     Other  revenue was $29.0 million for the  first  half  of
1999, compared with $22.0 million for the same period in 1998.
The increase is primarily the result of an increase  in equity
earnings  from C-BASS, a joint venture with Enhance  Financial
Services Group  Inc. and an increase in contract  underwriting
revenue.   In  accordance with generally  accepted  accounting
principles,  each quarter C-BASS is required to  estimate  the
value of its mortgage-related assets and recognize in earnings
the resulting net unrealized gains and losses.  Including open
trades, C-BASS's mortgage-related assets were $682 million  at
June  30,  1999  and are expected to increase in  the  future.
Substantially all of C-BASS's mortgage-related assets  do  not
have  readily  ascertainable market values  and  as  a  result
their  value for financial statement purposes is estimated  by
the management of C-BASS.

     Net losses incurred decreased 33% to $75.2 million during
the  first  half of 1999 from $112.0 million during the  first
half  of  1998. Such decrease was primarily attributed  to  an
increase  in  the  redundancy in prior year loss  reserves,  a
decline   in  losses  paid  and  notice  inventory,  continued
improvement  in  California  and   generally  strong  economic
conditions  throughout  the country.  The  redundancy  results
from  actual claim rates and actual claim amounts being  lower
than   those   estimated  by  the  Company   when   originally
establishing  the reserve at December 31, 1998.   The  primary
notice inventory declined from 29,253 at December 31, 1998  to
25,573  at  June 30, 1999. The pool notice inventory increased
from  6,524  at December 31, 1998 to 8,015 at June  30,  1999,
attributable to defaults on new agency pool insurance  written
during  1997  and  1998.   At June 30,  1999,  68%  of  MGIC's
insurance  in force was written during the preceding  fourteen
quarters, compared to 63% at June 30, 1998. The highest  claim
frequency  years have typically been the third  through  fifth
year  after the year of loan origination. However, the pattern
of  claims frequency for refinance loans may be different from
the historical pattern of other loans.

     Underwriting  and  other expenses  increased   to  $105.2
million  in the first half of 1999 from $90.7 million  in  the
first  half  of  1998, an increase of 16%. This  increase  was
primarily due to increases associated with contract and  field
office underwriting expenses.

     Interest expense increased to $10.0 million in the  first
half  of 1999 from $7.1 million during the same period in 1998
due to higher outstanding notes payable, the proceeds of which
were used to repurchase common stock during the second half of
1998.

                                    PAGE 14

<PAGE>
     The  Company  utilized  financial derivative transactions
during  the  first  half of 1999 consisting of  interest  rate
swaps  to  reduce and manage interest rate risk on  its  notes
payable.   During  the first half of 1999,  earnings  on  such
transactions  aggregated approximately $1.8 million  and  were
netted   against  interest  expense.  See  note   2   to   the
consolidated financial statements.

    The consolidated insurance operations loss ratio was 19.3%
for  the  first half of 1999 compared to 29.5% for  the  first
half  of  1998. The consolidated insurance operations  expense
and  combined  ratios were 21.6% and 40.9%, respectively,  for
the  first  half of 1999 compared to 19.5% and 49.0%  for  the
first half of 1998.

     The  effective tax rate was 30.5% in the  first  half  of
1999,  compared  to 30.8% in the first half of  1998.   During
both  periods, the effective tax rate was below the  statutory
rate  of  35%,  reflecting  the  benefits  of  tax-preferenced
investment  income.  The  lower effective  tax  rate  in  1999
resulted  from a higher percentage of total income before  tax
being generated from tax-preferenced investments.

Liquidity and Capital Resources

     The  Company's  consolidated  sources  of  funds  consist
primarily  of  premiums  written and investment  income.   The
Company   generated   positive  cash  flows   from   operating
activities of $209.5 million for the six months ended June 30,
1999,  as  shown on the Consolidated Statement of Cash  Flows.
Funds  are  applied  primarily to the payment  of  claims  and
expenses.  The Company's business does not require significant
capital expenditures on an ongoing basis. Positive cash  flows
are  invested  pending future payments  of  claims  and  other
expenses;  cash  flow  shortfalls, if  any,  could  be  funded
through  sales of short-term investments and other  investment
portfolio securities.

     Consolidated total investments were $2.8 billion at  both
June 30, 1999 and December 31, 1998.  The investment portfolio
includes  unrealized gains on securities marked to  market  at
June  30,  1999  and  December 31, 1998 of $30.4  million  and
$145.5  million,  respectively.  As  of  June  30,  1999,  the
Company  had  $142.9  million of short-term  investments  with
maturities  of  90 days or less.   In addition,  at  June  30,
1999,   based   on   amortized  cost,  the   Company's   total
investments,   which   were  primarily  comprised   of   fixed
maturities, were approximately 99% invested in "A"  rated  and
above,   readily   marketable  securities,   concentrated   in
maturities of less than 15 years.

     The Company's investments in C-BASS and Sherman Financial
Group  LLC  ("joint ventures") were $97.9 million in aggregate
at  June 30, 1999, which includes the Company's share  of  the
joint  ventures'  earnings  since their  inception.  MGIC  had
guaranteed  one half of a $50 million credit facility  for  C-
BASS  that  was  repaid in July 1999. Sherman Financial  Group
LLC,  another  joint  venture with Enhance Financial  Services
Group   Inc.,  is  engaged  in  the  business  of  purchasing,
servicing  and  securitizing  delinquent  unsecured   consumer
assets such as credit card loans, Chapter 13 bankruptcy  debt,
telecommunications  receivables,  student   loans   and   auto
deficiencies.  Effective in May 1999, MGIC began  guaranteeing
one  half  of a $50 million Sherman credit facility that  will
expire  in  December 1999.  The Company expects that  it  will
provide additional funding to the joint ventures.

                                    PAGE 15

<PAGE>
     Consolidated loss reserves increased slightly  to  $686.6
million  at June 30, 1999 from $681.3 million at December  31,
1998  reflecting an increase in the estimated number of  loans
in  default.   The  primary notice inventory has  declined  as
mentioned  earlier,  offset  by an  increase  in  management's
estimate  of the number of defaults incurred but not reported.
Consistent  with  industry practices,  the  Company  does  not
establish  loss  reserves for future claims on  insured  loans
which are not currently in default.

     Consolidated  unearned premiums decreased  $10.2  million
from $183.7 million at December 31, 1998 to $173.5 million  at
June  30, 1999, primarily reflecting the continued high  level
of  monthly  premium policies written, for which there  is  no
unearned   premium.   Reinsurance  recoverable   on   unearned
premiums  decreased  $1.9 million to $6.9 million at June  30,
1999  from  $8.8  million  at  December  31,  1998,  primarily
reflecting the reduction in unearned premiums.

      Consolidated  shareholders'  equity  increased  to  $1.8
billion  at  June 30, 1999, from $1.6 billion at December  31,
1998,  an  increase of 8%.  This increase consisted of  $213.4
million of net income during the first six months of 1999  and
$1.9 million from the reissuance of treasury stock offset by a
decrease  in  net  unrealized gains on  investments  of  $74.8
million, net of tax, and dividends declared of $5.5 million.

    MGIC is the principal insurance subsidiary of the Company.
MGIC's  risk-to-capital  ratio was 11.9:1  at  June  30,  1999
compared to 12.9:1 at December 31, 1998.  The decrease was due
to  MGIC's increased policyholders' reserves, partially offset
by  the net additional risk in force of $737.9 million, net of
reinsurance, during the first six months of 1999.

      The   Company's   combined   insurance   risk-to-capital
ratio  was  12.8:1  at June 30, 1999, compared  to  13.6:1  at
December  31, 1998.  The decrease was due to the same  reasons
as described above.

     The  risk-to-capital  ratios set forth  above  have  been
computed  on a statutory basis. However, the methodology  used
by the rating agencies to assign claims-paying ability ratings
permits less leverage than under statutory requirements.  As a
result,   the  amount  of  capital  required  under  statutory
regulations may be lower than the capital required for  rating
agency  purposes.  In addition to capital adequacy, the rating
agencies  consider  other factors in  determining  a  mortgage
insurer's  claims-paying  rating,  including  its  competitive
position,  business  outlook, management, corporate  strategy,
and historical and projected operating performance.

     For certain material risks of the Company's business, see
"Risk Factors" below.

Risk Factors

    The Company and its business may be materially affected by
the  factors  discussed below.  These factors may  also  cause
actual   results  to  differ  materially  from   the   results
contemplated  by forward looking statements that  the  Company
may make.

                                    PAGE 16

<PAGE>
    Reductions in the volume of low down payment home mortgage
    ----------------------------------------------------------
originations  may  adversely  affect  the  amount  of  private
--------------------------------------------------------------
mortgage  insurance (PMI) written by the  PMI  industry.   The
--------------------------------------------------------
factors  that  affect the volume of low down payment  mortgage
originations include:

      - the level of home mortgage interest rates,

      - the health  of  the  domestic  economy   as  well   as
      conditions  in  regional  and local  economies;  housing
      affordability; population trends, including the rate  of
      household formation,

      - the rate of home price appreciation, which in times of
      heavy  refinancing affects whether refinance loans  have
      loan-to-value ratios that require PMI, and

      - government housing policy encouraging loans  to first-
      time homebuyers.

     By  selecting alternatives to PMI, lenders and  investors
     ---------------------------------------------------------
may  adversely  affect the amount of PMI written  by  the  PMI
--------------------------------------------------------------
industry.  These alternatives include:
---------
   
      - government  mortgage  insurance  programs,   including
      those  of  the  Federal Housing Administration  and  the
      Veterans Administration,
      
      - holding mortgages in portfolio and self-insuring,
      
      - use  of  credit enhancements by  investors,  including
      Fannie  Mae  and Freddie Mac, other than  PMI  or  using
      other  credit  enhancements in conjunction with  reduced
      levels of PMI coverage, and
      
      - mortgage originations structured to avoid PMI, such as
      a  first mortgage with an 80% loan-to-value ratio and  a
      second mortgage with a 10% loan-to-value ratio (referred
      to  as  an  80-10-10 loan) rather than a first  mortgage
      with a 90% loan-to-value ratio.
   
     Fannie Mae and Freddie Mac have a material impact on  the
    ----------------------------------------------------------
PMI  industry.  Because Fannie Mae and  Freddie  Mac  are  the
--------------
largest purchasers of low down payment conventional mortgages,
the  business practices of these GSEs have a direct effect  on
private mortgage insurers.  These practices affect the  entire
relationship  between  the  GSEs  and  mortgage  insurers  and
include:

      - the level  of PMI coverage, subject to the limitations
      of  the  GSE's charters when PMI is used as the required
      credit enhancement on low down payment mortgages,

                                    PAGE 17

<PAGE> 
      - whether the  mortgage lender or the  GSE  chooses  the
      mortgage insurer providing coverage,

      - whether a GSE will give mortgage lenders an  incentive
      to  select a mortgage insurer which has a "AAA"  claims-
      paying  ability rating to benefit from the lower capital
      required  of the GSE under OFHEO's proposed stress  test
      when a mortgage is insured by a "AAA" company,

      - the underwriting standards that determine  what  loans
      are  eligible  for purchase by the GSEs,  which  thereby
      affect  the quality of the risk insured by the  mortgage
      insurer, as well as the availability of mortgage loans,

      - the terms on which mortgage insurance coverage can  be
      canceled  before  reaching the  cancellation  thresholds
      established by law, and
      
      - the circumstances  in  which mortgage  servicers  must
      perform activities intended to avoid or mitigate loss on
      insured mortgages that are delinquent.

     The  Company expects the level of competition within  the
     ---------------------------------------------------------
PMI  industry to remain intense. Competition for PMI  premiums
--------------------------------
occurs   not   only  among  private  mortgage   insurers   but
increasingly  with mortgage lenders through  captive  mortgage
reinsurance   transactions  in  which  a  lender's   affiliate
reinsures  a  portion of the insurance written  by  a  private
mortgage  insurer on mortgages originated by the  lender.  The
level  of  competition  within  the  PMI  industry  has   also
increased  as  many large mortgage lenders  have  reduced  the
number of private mortgage insurers with whom they do business
at  the same time as consolidation among mortgage lenders  has
increased  the  share of the mortgage lending market  held  by
large lenders.

     Changes  in interest rates, house prices and cancellation
     ---------------------------------------------------------
policies  may  materially affect persistency.  In  each  year,
---------------------------------------------
most  of  MGIC's  premiums are from insurance  that  has  been
written  in  prior  years.  As a result, the  length  of  time
insurance  remains  in  force is an important  determinant  of
revenues.   The factors affecting persistency of the insurance
in force include:

      - the level of current mortgage interest rates  compared
      to  the mortgage coupon rates on the insurance in force,
      which  affects  the vulnerability of  the  insurance  in
      force to refinancings, and
      
      - mortgage insurance cancellation policies  of  mortgage
      investors along with the rate of home price appreciation
      experienced by the homes underlying the mortgages in the
      insurance in force.
 
                                    PAGE 18

<PAGE>
     The  strong economic climate that has existed  throughout
     ---------------------------------------------------------
the  United States for some time has favorably impacted losses
--------------------------------------------------------------
and  encouraged  competition to assume  default  risk.  Losses
------------------------------------------------------
result  from events that adversely affect a borrower's ability
to  continue  to make mortgage payments, such as unemployment,
and  whether  the  home  of a borrower  who  defaults  on  his
mortgage  can  be  sold for an amount that will  cover  unpaid
principal   and  interest  and  the  expenses  of  the   sale.
Favorable  economic conditions generally reduce the likelihood
that  borrowers  will  lack sufficient  income  to  pay  their
mortgages  and  also  favorably affect  the  value  of  homes,
thereby  reducing  and in some cases even eliminating  a  loss
from  a  mortgage  default.   A significant  deterioration  in
economic conditions would adversely affect MGIC's losses.  The
low level of losses that has recently prevailed in the private
mortgage  insurance  industry has  encouraged  competition  to
assume  default risk through captive reinsurance arrangements,
self-insurance, 80-10-10 loans and other means.

    Litigation against mortgage lenders and settlement service
    ----------------------------------------------------------
providers  has  been increasing.  In recent  years,  consumers
--------------------------------
have  brought  a  growing  number  of  lawsuits  against  home
mortgage  lenders  and  settlement service  providers  seeking
monetary  damages.  The Real Estate Settlement Procedures  Act
gives  home  mortgage borrowers the right  to  bring  lawsuits
seeking  damages of three times the amount of the charge  paid
for  a settlement service involved in a violation of this law.
Under rules adopted by the United States Department of Housing
and  Urban  Development,  "settlement services"  are  services
provided  in  connection with settlement of a  mortgage  loan,
including services involving mortgage insurance.

     The  pace  of  change  in the home mortgage  lending  and
     ---------------------------------------------------------
mortgage  insurance  industries will likely  accelerate.   The
--------------------------------------------------------
Company  expects  the  processes  involved  in  home  mortgage
lending  will  continue  to  evolve  through  greater  use  of
technology.   This evolution could effect fundamental  changes
in  the  way home mortgages are distributed. Lenders  who  are
regulated   depositary  institutions   could   gain   expanded
insurance  powers if financial modernization proposals  become
law.  The capital markets are beginning to emerge as providers
of   insurance  in  competition  with  traditional   insurance
companies.   These  trends and others increase  the  level  of
uncertainty  attendant  to  the  PMI  business,  demand  rapid
response to change and place a premium on innovation.

                                    PAGE 19

<PAGE>
Year 2000  Compliance

     All  of the Company's information technology systems ("IT
Systems"),  including  all  of  its  "business  critical"   IT
Systems,  have been assessed, reprogrammed, if necessary,  and
tested  for  Year  2000  compliance.   The  Company  completed
internal testing of all IT Systems for Year 2000 compliance in
the  second  quarter of 1999.  All reprogrammed  systems  have
been  implemented, i.e., are currently in use at the  Company.
In  order  to maintain Year 2000 compliance during the  second
half of 1999, the Company will be testing all changes which it
makes to its systems under Year 2000 conditions.

     Some  of  the  Company's "business critical"  IT  Systems
interface  with  computer  systems  of  third  parties.    The
Company,  Fannie  Mae, Freddie Mac and  many  of  these  third
parties participated in the Mortgage Bankers Association  Year
2000 Readiness Test (the "MBA Test").  The MBA Test, conducted
during  the first half of 1999, was designed to help  mortgage
industry  participants evaluate interaction of their  computer
systems  in a Year 2000 environment. Through the MBA Test  and
additional  independent  testing  efforts,  the  Company   has
completed  the  Year  2000 readiness  evaluation  of  its  key
automated interfaces with customers representing more than 90%
of the Company's in-force policies.

     All  costs incurred through June 1999 for IT Systems  for
Year  2000  compliance have been expensed and were immaterial.
The  costs  of the remaining retesting and implementation  are
expected to be immaterial.

     Telecommunications services and electricity are essential
to  the  Company's ability to conduct business.  The Company's
long-distance voice and data telecommunications suppliers  and
the  local  telephone  company  serving  the  Company's  owned
headquarters  and  warehouse facilities have  written  to  the
Company  to the effect that their respective systems  will  be
Year  2000  compliant.   The electric  company  serving  these
facilities has given the Company assurance that it  will  also
be  Year  2000 compliant.  In addition, the Company  has  made
arrangements  to  acquire back-up power for its  headquarters.
The Company has received written assurance regarding Year 2000
compliance   from  landlords  of  the  Company's  underwriting
service centers and local telephone companies.

     The  Company has long practiced contingency  planning  to
address  business  disruption risks  and  has  procedures  for
planning  and  executing contingency measures to  provide  for
business  continuity  in the event of  any  circumstance  that
results in disruption to the Company's headquarters, warehouse
facilities  and leased workplace environments, including  lack
of  utility services, transportation disruptions, and  service
provider failures.  The Company has developed additional plans
for the "special case" of business disruption due to Year 2000
compliance issues.  These plans address continuity measures in
five   areas:    physical   building  environment,   including
conducting   operations  at  off-site   facilities;   business
operations  units, as discussed below; external  factors  over
which  the  Company  does not have control but  can  implement
measures to minimize adverse impact on the Company's business;
application  system restoration priorities for  the  Company's
computer  systems;  and  contingencies  specifically  targeted
towards  monitoring Company facilities and systems at year-end
1999.

                                    PAGE 20

<PAGE>
     The  business  unit recovery plans address resumption  of
business  in  the  worst case scenario of a total  loss  to  a
Company   facility,   including  the  inability   to   utilize
computerized systems.

     In view of the timing and scope of the MBA Test and other
testing, the Company's contingency planning does not currently
include  developing special procedures with  individual  third
parties  if  they are not themselves Year 2000 compliant.   If
the  Company is unable to do business with such third  parties
electronically, it would seek to do business with  them  on  a
paper  basis.   Without knowing the identity of  non-compliant
third parties and the amount of transactions occurring between
the  Company and them, the Company cannot evaluate the effects
on  its  business  if  it were necessary to  substitute  paper
business processes for electronic business processes with such
third  parties.  Among other effects, Year 2000 non-compliance
by  such third parties could delay receipt of renewal premiums
by  the  Company or the reporting to the Company  of  mortgage
loan  delinquencies and could also affect the  amount  of  the
Company's new insurance written.


I
TEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

     At June 30, 1999, the Company had no derivative financial
instruments  in its investment portfolio.  The Company  places
its  investments in instruments that meet high credit  quality
standards,  as  specified in the Company's  investment  policy
guidelines;  the  policy  also limits  the  amount  of  credit
exposure to any one issue, issuer and type of instrument.   At
June  30,  1999,  the  effective  duration  of  the  Company's
investment  portfolio  was 6.0 years.   The  effect  of  a  1%
increase/decrease in market interest rates would result  in  a
6.0%   decrease/increase  in  the  value  of   the   Company's
investment portfolio.

     The Company's borrowings under the credit facilities  are
subject  to  interest  rates that are  variable.   Changes  in
market  interest rates would have minimal impact on the  value
of  the  notes  payable.   See  note  2  to  the  consolidated
financial statements.

                                    PAGE 21

<PAGE>

PART II.  OTHER INFORMATION


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a)  The  Annual  Meeting  of Shareholders  of  the
          Company was held on May 6, 1999.

          (b)  At the Annual Meeting, the following Directors
          were  elected to the Board of Directors, for a term
          expiring  at the  Annual  Meeting   of Shareholders
          to  be  held  in  2002  or until a  successor  is
          duly elected and qualified:

                Mary K. Bush
                David S. Engelman
                Kenneth M. Jastrow, II
                Daniel P. Kearney
                William H. Lacy

           Directors with continuing terms of office are:

           Term expiring 2000:

                Karl E. Case
                Curt S. Culver
                William A. McIntosh
                Leslie M. Muma
                Peter J. Wallison

           Term expiring 2001:

                James A. Abbott
                James D. Ericson
                Daniel Gross
                Sheldon B. Lubar
                Edward J. Zore

                                    PAGE 22

<PAGE>
           (c)  Matters  voted upon at the Annual Meeting  and
           the  number of shares voted for, against, withheld,
           abstaining from voting and broker non-votes were as
           follows:

                (1)  Election of five  Directors  for  a  term
                     expiring in 2002.

                                                 FOR        WITHHELD
                                                 ---        --------
                     Mary K. Bush            93,267,389      366,860
                     David S. Engelman       93,240,717      393,532
                     Kenneth M.Jastrow, II   93,240,942      393,307
                     Daniel P. Kearney       93,241,922      392,327
                     William H. Lacy         93,232,394      401,855

                (2)  Ratification of the appointment of 
                     PricewaterhouseCoopers LLP as independent public
                     accountants for the Company for 1999.

                     For:                                93,423,500
                     Against:                                50,128
                     Abstaining from Voting:                160,621

There were no broker non-votes on any matter.

           (d) Not applicable


ITEM 5.  OTHER INFORMATION

     Under  amendments to the Corporation's Bylaws adopted  in
July  1999, a shareholder who desires to bring business before
the  Annual Meeting of Shareholders or who desires to nominate
directors  at  the Annual Meeting must satisfy  the  following
requirements:

     - be a shareholder of record entitled to vote at the Annual
       Meeting; and
       
     - give notice to the Company's Secretary in writing that is
       received at the Company's principal offices not less than
       45 days nor more than 70 days before the first anniversary
       of the date set forth in the Company's proxy statement for
       the prior Annual Meeting as the date on which the Company
       first mailed such proxy materials to shareholders. For the
       2000 Annual Meeting, the relevant dates are no later than
       February 10, 2000 and no earlier than January 16, 2000.


                                    PAGE 23

<PAGE>
In  the case of business other than nominations for directors,
the  notice  must, among other requirements, briefly  describe
such business, the reasons for conducting the business and any
material interest of the shareholder in such business.  In the
case  of  director nominations, the notice must,  among  other
requirements,  give  various information about  the  nominees,
including information that would be required to be included in
a  proxy  statement of the Company had each such nominee  been
proposed  for  election  by  the Board  of  Directors  of  the
Company.

    Under such amendments to the Bylaws, a Special Meeting may
consider  only the business included in the notice of  meeting
sent  to shareholders by the Company.  Shareholders who desire
to  call a Special Meeting of Shareholders must be holders  of
record of shares having at least 10% of the votes entitled  to
be cast at the Special Meeting and follow procedures specified
in the Bylaws, which include the Company's Secretary receiving
a  written  description of the purpose for which  the  Special
Meeting is to be held.

    If a purpose of a Special Meeting is to elect directors, a
shareholder  who desires to nominate directors at the  Special
Meeting must satisfy the following requirements:

    -  be a  shareholder  of record at the time notice of the
       Special Meeting is given by the Company and be entitled
       to vote at the Special Meeting; and give notice to the
       Company's Secretary in writing that is received at the
       Company's principal offices no earlier  than  90 days
       before the Special Meeting and no later than the later
       of (i) 60 days before the Special Meeting and (ii) 10
       days after the date on which there is a public
       announcement of the date of the Special Meeting and 
       the nominees for director by the Board of Directors
       of the Company.

The  notice  must,  among  other  requirements,  give  various
information  about  the nominees, including  information  that
would  be required to be included in a proxy statement of  the
Company  had  each nominee been proposed for election  by  the
Board of Directors of the Company.

     The  Company's  Bylaws  are  filed  as  Exhibit  3.   The
description  set forth above is qualified in its  entirety  by
reference to the actual text of the Bylaws.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits  -   The   exhibits   listed   in   the
               accompanying Index to Exhibits are filed as part
               of this Form 10-Q.

           (b) Reports  on  Form  8-K - A report  on  Form  8-K
               dated  July  22, 1999  was filed reporting under

               Item 5 the adoption of a Shareholder Rights Plan.
                              
                                    PAGE 24

<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934,  the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized, on
August 12, 1999.






                                  MGIC INVESTMENT CORPORATION







                                  \s\ J. Michael Lauer
                                  -------------------------------
                                  J. Michael Lauer
                                  Executive Vice President and
                                  Chief Financial Officer



                                  \s\ Patrick Sinks
                                  -------------------------------
                                  Patrick Sinks
                                  Vice  President, Controller and
                                  Chief Accounting Officer
                              


                                    PAGE 25

<PAGE>

                               INDEX TO EXHIBITS
                                    (Item 6)

Exhibit
Number         Description of Exhibit
-------        ----------------------
  3            By-laws, as amended

 10            1991 Stock Incentive Plan, as amended

 11.1          Statement Re Computation of Net Income
               Per Share

 27            Financial Data Schedule

                                    PAGE 26

<PAGE>




                                                  EXHIBIT 3
                              
                 AMENDED AND RESTATED BYLAWS
                              
                             OF
                              
                 MGIC INVESTMENT CORPORATION
                              
                     ARTICLE I.  OFFICES
                              
 1.01.  Principal and Business Offices.  The corporation may
have such principal and other business offices, either within
or without the State of Wisconsin, as the Board of Directors
may designate or as the business of the corporation may
require from time to time.

 1.02.  Registered Office.  The registered office of the
corporation required by the Wisconsin Business Corporation Law
to be maintained in the State of Wisconsin may be, but need
not be, identical with the principal office in the State of
Wisconsin, and the address of the registered office may be
changed from time to time by the Board of Directors or by the
registered agent.  The business office of the registered agent
of the corporation shall be identical to such registered
office.

                  ARTICLE II.  SHAREHOLDERS
                              
          2.01.               Annual Meeting.  The annual
meeting of the shareholders ("Annual Meeting") shall be held
on the first Monday in May, at such time or on such other day
as may be designated by resolution of the Board of Directors.
In fixing a meeting date for any Annual Meeting, the Board of
Directors may consider such factors as it deems relevant
within the good faith exercise of
 its business judgment.

          2.02.Purposes of Annual Meeting.  At each Annual
Meeting, the shareholders shall elect the number of directors
equal to the number of directors in the class whose term
expires at the time of such Annual Meeting and transact such
other business as may properly come before the Annual Meeting
in accordance with Section 2.14 of these Bylaws.  If the
election of directors shall not be held on the date designated
herein, or fixed as herein provided, for any Annual Meeting,
or any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of shareholders
(a "Special Meeting") as soon thereafter as is practicable.

          2.03.Special Meetings.

          (a)  A Special Meeting, unless otherwise prescribed
by the Wisconsin Insurance Corporation Law, may be called only
by (i) the Board of Directors, (ii) the Chairman of the Board
or (iii) the President and shall be called by the Chairman of
the Board or the President upon the demand, in accordance with
this Section 2.03, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast
on any issue proposed to be considered at the Special Meeting.

          (b)  In order that the corporation may determine the
shareholders entitled to demand a Special Meeting, the Board
of Directors may fix a record date to determine the
shareholders entitled to make such a demand (the "Demand
Record Date").  The Demand Record Date shall not precede the
date upon which the resolution fixing the Demand Record Date
is adopted by the Board of Directors and shall not be more
than ten days after the date upon which the resolution fixing
the Demand Record Date is adopted by the Board of Directors.
Any shareholder of record seeking to have shareholders demand
a Special Meeting shall, by sending written notice to the
Secretary of the corporation by hand or by certified or
registered mail, return receipt requested, request the Board
of Directors to fix a Demand Record Date. The Board of
Directors shall promptly, but in all events within ten days
after the date on which a valid request to fix a Demand Record
Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand
Record Date.  If no Demand Record Date has been fixed by the
Board of Directors within ten days after the date on which
such request is received by the Secretary, the Demand Record
Date shall be the 10th day after the first date on which a
valid written request to set a Demand Record Date is received
by the Secretary.  To be valid, such written request shall set
forth the purpose or purposes for which the Special Meeting is
to be held, shall be signed by one or more shareholders of
record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each
such shareholder (or proxy or other representative) and shall
set forth all information about each such shareholder and
about the beneficial owner or owners, if any, on whose behalf
the request is made that would be required to be set forth in
a shareholder's notice described in paragraph (a) (ii) of
Section 2.14 of these Bylaws.

          (c)  In order for a shareholder or shareholders to
demand a Special Meeting, a written demand or demands for a
Special Meeting by the holders of record as of the Demand
Record Date of shares representing at least 10% of all the
votes entitled to be cast on any issue proposed to be
considered at the Special Meeting must be delivered to the
corporation.  To be valid, each written demand by a
shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be
held (which purpose or purposes shall be limited to the
purpose or purposes set forth in the written request to set a
Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.03), shall be signed by one or
more persons who as of the Demand Record Date are shareholders
of record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each
such shareholder (or proxy or other representative), and shall
set forth the name and address, as they appear in the
corporation's books, of each shareholder signing such demand
and the class and number of shares of the corporation which
are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or
registered mail, return receipt requested, and shall be
received by the Secretary within seventy days after the Demand
Record Date.

          (d)  The corporation shall not be required to call a
Special Meeting upon shareholder demand unless, in addition to
the documents required by paragraph (c) of this Section 2.03,
the Secretary receives a written agreement signed by each
Soliciting Shareholder (as defined below), pursuant to which
each Soliciting Shareholder, jointly and severally, agrees to
pay the corporation's costs of holding the Special Meeting,
including the costs of preparing and mailing proxy materials
for the corporation's own solicitation, provided that if each
of the resolutions introduced by any Soliciting Shareholder at
such meeting is adopted, and each of the individuals nominated
by or on behalf of any Soliciting Shareholder for election as
a director at such meeting is elected, then the Soliciting
Shareholders shall not be required to pay such costs.  For
purposes of this paragraph (d), the following terms shall have
the meanings set forth below:

          (i)  "Affiliate" of any Person (as defined
     herein) shall mean any Person controlling,
     controlled by or under common control with such
     first Person.
     
          (ii) "Participant" shall have the meaning
     assigned to such term in Rule 14a-11 promulgated
     under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").
     
          (iii)          "Person" shall mean any
     individual, firm, corporation, partnership, joint
     venture, association, trust, unincorporated
     organization or other entity.
     
          (iv) "Proxy" shall have the meaning assigned to
     such term in Rule 14a-1 promulgated under the
     Exchange Act.
     
          (v)  "Solicitation" shall have the meaning
     assigned to such term in Rule 14a-11 promulgated
     under the Exchange Act.
     
          (vi) "Soliciting Shareholder" shall mean, with
     respect to any Special Meeting demanded by a
     shareholder or shareholders, any of the following
     Persons:
     
               (A)  if the number of shareholders
          signing the demand or demands of meeting
          delivered to the corporation pursuant to
          paragraph (c) of this Section 2.03 is ten
          or fewer, each shareholder signing any
          such demand;
          
               (B)  if the number of shareholders
          signing the demand or demands of meeting
          delivered to the corporation pursuant to
          paragraph (c) of this Section 2.03 is more
          than ten, each Person who either (I) was a
          Participant in any Solicitation of such
          demand or demands or (II) at the time of
          the delivery to the corporation of the
          documents described in paragraph (c) of
          this Section 2.03 had engaged or intends
          to engage in any Solicitation of Proxies
          for use at such Special Meeting (other
          than a Solicitation of Proxies on behalf
          of the corporation); or
          
               (C)  any Affiliate of a Soliciting
          Shareholder, if a majority of the
          directors then in office determine,
          reasonably and in good faith, that such
          Affiliate should be required to sign the
          written notice described in paragraph (c)
          of this Section 2.03 and/or the written
          agreement described in this paragraph (d)
          in order to prevent the purposes of this
          Section 2.03 from being evaded.
          
          (e)  Except as provided in the following sentence,
any Special Meeting shall be held at such hour and day as may
be designated by whichever of the Board of Directors, the
Chairman of the Board or the President shall have called such
meeting.  In the case of any Special Meeting called by the
Chairman of the Board or the President upon the demand of
shareholders (a "Demand Special Meeting"), such meeting shall
be held at such hour and day as may be designated by the Board
of Directors; provided, however, that the date of any Demand
Special Meeting shall be not more than seventy days after the
Meeting Record Date (as defined in Section 2.06 hereof); and
provided further that in the event that the directors then in
office fail to designate an hour and date for a Demand Special
Meeting within ten days after the date that valid written
demands for such meeting by the holders of record as of the
Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting are delivered to the
corporation (the "Delivery Date"), then such meeting shall be
held at 2:00 P.M. local time on the 100th day after the
Delivery Date or, if such 100th day is not a Business Day (as
defined below), on the first preceding Business Day.  In
fixing a meeting date for any Special Meeting, the Board of
Directors, the Chairman of the Board or the President may
consider such factors as it or he deems relevant within the
good faith exercise of its or his business judgment,
including, without limitation, the nature of the action
proposed to be taken, the facts and circumstances surrounding
any demand for such meeting, and any plan of the Board of
Directors to call an Annual Meeting or a Special Meeting for
the conduct of related business.

          (f)  The corporation may engage regionally or
nationally recognized independent inspectors of elections to
act as an agent of the corporation for the purpose of promptly
performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting
received by the Secretary.  For the purpose of permitting the
inspectors to perform such review, no purported demand shall
be deemed to have been delivered to the corporation until the
earlier of (i) five Business Days following receipt by the
Secretary of such purported demand and (ii) such date as the
independent inspectors certify to the corporation that the
valid demands received by the Secretary represent at least 10%
of all the votes entitled to be cast on each issue proposed to
be considered at the Special Meeting.  Nothing contained in
this paragraph (f) shall in any way be construed to suggest or
imply that the Board of Directors or any shareholder shall not
be entitled to contest the validity of any demand, whether
during or after such five Business Day period, or to take any
other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect
thereto).

          (g)  For purposes of these Bylaws, "Business Day"
shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Wisconsin are
authorized or obligated by law or executive order to close.

          2.04.Place of Meeting.  The Board of Directors, the
Chairman of the Board, the President or the Secretary may
designate any place, either within or without the State of
Wisconsin, as the place of meeting for any Annual Meeting or
for any Special Meeting or for any postponement or adjournment
thereof.  If no designation is made, the place of meeting
shall be the principal business office of the corporation in
the State of Wisconsin.  Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of
Directors or by the Chairman of the Board, the President or
the Secretary.

          2.05.Notice of Meeting.  Written or printed notice
stating the date, time and place of any Annual Meeting or
Special Meeting shall be delivered not less than three days
(unless a longer period is required by the Wisconsin Business
Corporation Law) nor more than 70 days before the date of such
meeting either personally or by mail, by or at the direction
of the Chairman of the Board, the President or the Secretary,
to each shareholder of record entitled to vote at such meeting
and to such other shareholders as required by the Wisconsin
Business Corporation Law.  In the event of any Demand Special
Meeting, such notice shall be sent not more than 45 days after
the Delivery Date.  If mailed, notice pursuant to this Section
2.05 shall be deemed to be effective when deposited in the
United States mail, addressed to the shareholder at his
address as it appears on the stock record books of the
corporation, with postage thereon prepaid.  Unless otherwise
required by the Wisconsin Business Corporation Law or the
articles of incorporation of the corporation, a notice of an
Annual Meeting need not include a description of the purpose
for which the meeting is called.  In the case of any Special
Meeting, (a) the notice of meeting shall describe any business
that the Board of Directors shall have theretofore determined
to bring before the meeting and (b) in the case of a Demand
Special Meeting, the notice of meeting (i) shall describe any
business set forth in the statement of purpose of the demands
received by the corporation in accordance with Section 2.03 of
these Bylaws and (ii) shall contain all of the information
required in the notice received by the corporation in
accordance with Section 2.14(b) of these Bylaws.  If an Annual
Meeting or Special Meeting is adjourned to a different date,
time or place, the corporation shall not be required to give
notice of the new date, time or place if the new date, time or
place is announced at the meeting before adjournment;
provided, however, that if a new Meeting Record Date for an
adjourned meeting is or must be fixed, the corporation shall
give notice of the adjourned meeting to persons who are
shareholders as of the new Meeting Record Date.

          2.06.Fixing of Record Date.  The Board of Directors
may fix in advance a date not less than 10 days and not more
than 70 days prior to the date of any Annual Meeting or
Special Meeting as the record date for the purpose of
determining shareholders entitled to notice of, and to vote
at, such meeting ("Meeting Record Date").  In the case of any
Demand Special Meeting, (i) the Meeting Record Date shall not
be later than the 30th day after the Delivery Date and (ii) if
the Board of Directors fails to fix the Meeting Record Date
within 30 days after the Delivery Date, then the close of
business on such 30th day shall be the Meeting Record Date.
The shareholders of record on the Meeting Record Date shall be
the shareholders entitled to notice of, and to vote at, the
meeting.  Except as provided by the Wisconsin Business
Corporation Law for a court-ordered adjournment, a
determination of shareholders entitled to notice of, and to
vote at, any Annual Meeting or Special Meeting is effective
for any adjournment of such meeting unless the Board of
Directors fixes a new Meeting Record Date, which it shall do
if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.  The Board of
Directors may also fix in advance a date as the record date
for the purpose of determining shareholders entitled to take
any other action or determining shareholders for any other
purpose.  Such record date shall be not more than 70 days
prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken.  The
record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase,
redemption or other acquisition of the corporation's shares)
or a share dividend is the date on which the Board of
Directors authorizes the distribution or share dividend, as
the case may be, unless the Board of Directors fixes a
different record date.

          2.07.Voting Records.  After a Meeting Record Date
has been fixed, the corporation shall prepare a list of the
names of all of the shareholders entitled to notice of the
meeting.  The list shall be arranged by class or series of
shares, if any, and show the address of, and number of shares
held by, each shareholder.  Such list shall be available for
inspection by any shareholder, beginning two business days
after notice of the meeting is given for which the list was
prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held.  A
shareholder or his agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business
Corporation Law, copy the list, during regular business hours
and at his expense, during the period that it is available for
inspection pursuant to this Section 2.07.  The corporation
shall make the shareholders' list available at the meeting and
any shareholder or his agent or attorney may inspect the list
at any time during the meeting or any adjournment thereof.
Refusal or failure to prepare or make available the
shareholders' list shall not affect the validity of any action
taken at a meeting of shareholders.

          2.08.Quorum and Voting Requirements; Postponements;
Adjournments.

          (a)  Shares entitled to vote as a separate voting
group may take action on a matter at any Annual Meeting or
Special Meeting only if a quorum of those shares exists with
respect to that matter.  If the corporation has only one class
of stock outstanding, such class shall constitute a separate
voting group for purposes of this Section 2.08.  Except as
otherwise provided in the articles of incorporation of this
corporation or the Wisconsin Business Corporation Law, a
majority of the votes entitled to be cast on the matter shall
constitute a quorum of the voting group for action on that
matter.  Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose
of objecting to holding the meeting or transacting business at
the meeting, it is considered present for purposes of
determining whether a quorum exists for the remainder of the
meeting and for any adjournment of that meeting, unless a new
Meeting Record Date is or must be set for the adjourned
meeting.  If a quorum exists, except in the case of the
election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles
of incorporation of the corporation or the Wisconsin Business
Corporation Law requires a greater number of affirmative
votes.  Unless otherwise provided in the articles of
incorporation of the corporation, each director shall be
elected by a plurality of the votes cast by the shares
entitled to vote in the election of directors at any Annual
Meeting or Special Meeting at which a quorum is present.

          (b)  The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled Annual
Meeting or Special Meeting; provided, however, that a Demand
Special Meeting shall not be postponed beyond the 100th day
following the Delivery Date.  Any Annual Meeting or Special
Meeting may be adjourned from time to time, whether or not
there is a quorum, (i) at any time, upon a resolution of
shareholders if the votes cast in favor of such resolution by
the holders of shares of each voting group entitled to vote on
any matter theretofore properly brought before the meeting
exceed the number of votes cast against such resolution by the
holders of shares of each such voting group or (ii) at any
time prior to the transaction of any business at such meeting,
by the Chairman of the Board or the President or pursuant to a
resolution of the Board of Directors.  No notice of the time
and place of adjourned meetings need be given except as
required by the Wisconsin Business Corporation Law.  At any
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

          2.09.Conduct of Meetings.  The Chairman of the
Board, and in his absence, the Vice Chairman of the Board, and
in his absence, the President, and in their absence, a Vice
President in the order provided under Section 4.08, and in
their absence, any person chosen by the shareholders present
shall call any Annual Meeting or Special Meeting to order and
shall act as chairman of such meeting, and the Secretary of
the corporation shall act as secretary of all Annual Meetings
and Special Meetings, but in the absence of the Secretary, the
presiding officer may appoint any other person to act as
secretary of the meeting.

          2.10.Proxies.  At all Annual Meetings and Special
Meetings, a shareholder entitled to vote may vote in person or
by proxy.  A shareholder may appoint a proxy to vote or
otherwise act for the shareholder by signing an appointment
form, either personally or by his attorney-in-fact.  An
appointment of a proxy is effective when received by the
Secretary or other officer or agent of the corporation
authorized to tabulate votes.  An appointment is valid for
eleven months from the date of its signing unless a different
period is expressly provided in the appointment form.  Unless
otherwise provided, a proxy may be revoked any time before it
is voted, either by written notice filed with the Secretary or
the acting secretary of the meeting or by oral notice given by
the shareholder to the presiding officer during the meeting.
The presence of a shareholder who has filed his proxy does not
of itself constitute a revocation.  The Board of Directors
shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxies.

          2.11.Voting of Shares.

          (a)  Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at any Annual
Meeting or Special Meeting, except to the extent that the
voting rights of the shares of any class or classes are
enlarged, limited or denied by the Wisconsin Business
Corporation Law or the articles of incorporation of the
corporation.

          (b)  Shares held by another corporation, if a
sufficient number of shares entitled to elect a majority of
the directors of such other corporation is held directly or
indirectly by this corporation, shall not be entitled to vote
at any Annual Meeting or Special Meeting, but shares held in a
fiduciary capacity may be voted.

          2.12.Acceptance of Instruments Showing Shareholder
Action.  If the name signed on a vote, consent, waiver or
proxy appointment corresponds to the name of a shareholder,
the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the
act of a shareholder.  If the name signed on a vote, consent,
waiver or proxy appointment does not correspond to the name of
a shareholder, the corporation may accept the vote, consent,
waiver or proxy appointment and give it effect as the act of
the shareholder if any of the following apply:

          (a)  The shareholder is an entity and the name
signed purports to be that of an officer or agent of the
entity.

          (b)  The name purports to be that of a personal
representative, administrator, executor, guardian or
conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable
to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

          (c)  The name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder and, if
the corporation requests, evidence of this status acceptable
to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

          (d)  The name signed purports to be that of a
pledgee, beneficial owner, or attorney-in-fact of the
shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to
sign for the shareholder is presented with respect to the
vote, consent, waiver or proxy appointment.

          (e)  Two or more persons are the shareholder as co-
tenants or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person signing
appears to be acting on behalf of all co-owners.

          The  corporation may reject a vote, consent,  waiver
or  proxy  appointment if the Secretary or  other  officer  or
agent  of the corporation who is authorized to tabulate votes,
acting in good faith, has reasonable basis for doubt about the
validity  of  the  signature on it or  about  the  signatory's
authority to sign for the shareholder.

          2.13.Waiver of Notice by Shareholders.  A
shareholder may waive any notice required by the Wisconsin
Business Corporation Law, the articles of incorporation of the
corporation or these Bylaws before or after the date and time
stated in the notice.  The waiver shall be in writing and
signed by the shareholder entitled to the notice, contain the
same information that would have been required in the notice
under applicable provisions of the Wisconsin Business
Corporation Law (except that the time and place of meeting
need not be stated) and be delivered to the corporation for
inclusion in the corporate records.  A shareholder's
attendance at any Annual Meeting or Special Meeting, in person
or by proxy, waives objection to all of the following:  (a)
lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting or promptly upon
arrival objects to holding the meeting or transacting business
at the meeting; and (b) consideration of a particular matter
at the meeting that is not within the purpose described in the
meeting notice, unless the shareholder objects to considering
the matter when it is presented.

          2.14.Notice of Shareholder Business and Nomination
of Directors.

          (a)  Annual Meetings.

          (i)  Nominations of persons for election to the
     Board of Directors of the corporation and the
     proposal of business to be considered by the
     shareholders may be made at an Annual Meeting (A)
     pursuant to the corporation's notice of meeting, (B)
     by or at the direction of the Board of Directors or
     (C) by any shareholder of the corporation who is a
     shareholder of record at the time of giving of
     notice provided for in this Bylaw and who is
     entitled to vote at the meeting and complies with
     the notice procedures set forth in this Section
     2.14.
     
          (ii) For nominations or other business to be
     properly brought before an Annual Meeting by a
     shareholder pursuant to clause (C) of paragraph
     (a)(i) of this Section 2.14, the shareholder must
     have given timely notice thereof in writing to the
     Secretary of the corporation.  To be timely, a
     shareholder's notice shall be received by the
     Secretary of the corporation at the principal
     offices of the corporation not less than 45 days nor
     more than 70 days prior to the first annual
     anniversary of the date set forth in the
     corporation's proxy statement for the immediately
     preceding Annual Meeting as the date on which the
     corporation first mailed definitive proxy materials
     for the immediately preceding Annual Meeting (the
     "Anniversary Date"); provided, however, that in the
     event that the date for which the Annual Meeting is
     called is advanced by more than 30 days or delayed
     by more than 30 days from the first annual
     anniversary of the immediately preceding Annual
     Meeting, notice by the shareholder to be timely must
     be so delivered not earlier than the close of
     business on the 100th day prior to the date of such
     Annual Meeting and not later of (A) the 75th day
     prior to the date of such Annual Meeting or (B) the
     10th day following the day on which public
     announcement of the date of such Annual Meeting is
     first made.  In no event shall the announcement of
     an adjournment of an Annual Meeting commence a new
     time period for the giving of a shareholder notice
     as described above.  Such shareholder's notice shall
     be signed by the shareholder of record who intends
     to make the nomination or introduce the other
     business (or his duly authorized proxy or other
     representative), shall bear the date of signature of
     such shareholder (or proxy or other representative)
     and shall set forth: (A) the name and address, as
     they appear on this corporation's books, of such
     shareholder and the beneficial owner or owners, if
     any, on whose behalf the nomination or proposal is
     made; (B) the class and number of shares of the
     corporation which are beneficially owned by such
     shareholder or beneficial owner or owners; (C) a
     representation that such shareholder is a holder of
     record of shares of the corporation entitled to vote
     at such meeting and intends to appear in person or
     by proxy at the meeting to make the nomination or
     introduce the other business specified in the
     notice; (D) in the case of any proposed nomination
     for election or re-election as a director, (I) the
     name and residence address of the person or persons
     to be nominated, (II) a description of all
     arrangements or understandings between such
     shareholder or beneficial owner or owners and each
     nominee and any other person or persons (naming such
     person or persons) pursuant to which the nomination
     is to be made by such shareholder, (III) such other
     information regarding each nominee proposed by such
     shareholder as would be required to be disclosed in
     solicitations of proxies for elections of directors,
     or would be otherwise required to be disclosed, in
     each case pursuant to Regulation 14A under the
     Exchange Act, including any information that would
     be required to be included in a proxy statement
     filed pursuant to Regulation 14A had the nominee
     been nominated by the Board of Directors and (IV)
     the written consent of each nominee to be named in a
     proxy statement and to serve as a director of the
     corporation if so elected; and (E) in the case of
     any other business that such shareholder proposes to
     bring before the meeting, (I) a brief description of
     the business desired to be brought before the
     meeting and, if such business includes a proposal to
     amend these Bylaws, the language of the proposed
     amendment, (II) such shareholder's and beneficial
     owner's or owners' reasons for conducting such
     business at the meeting and (III) any material
     interest in such business of such shareholder and
     beneficial owner or owners.
     
          (iii)          Notwithstanding anything in the
     second sentence of paragraph (a)(ii) of this Section
     2.14 to the contrary, in the event that the number
     of directors to be elected to the Board of Directors
     of the corporation is increased and there is no
     public announcement naming all of the nominees for
     director or specifying the size of the increased
     Board of Directors made by the corporation at least
     45 days prior to the Anniversary Date, a
     shareholder's notice required by this Section 2.14
     shall also be considered timely, but only with
     respect to nominees for any new positions created by
     such increase, if it shall be received by the
     Secretary at the principal offices of the
     corporation not later than the close of business on
     the 10th day following the day on which such public
     announcement is first made by the corporation.
     
          (b)  Special Meetings.  Only such business shall be
conducted at a Special Meeting as shall have been described in
the notice of meeting sent to shareholders pursuant to Section
2.05 of these Bylaws.  Nominations of persons for election to
the Board of Directors may be made at a Special Meeting at
which directors are to be elected pursuant to such notice of
meeting (i) by or at the direction of the Board of Directors
or (ii) by any shareholder of the corporation who (A) is a
shareholder of record at the time of giving of such notice of
meeting, (B) is entitled to vote at the meeting and (C)
complies with the notice procedures set forth in this Section
2.14.  Any shareholder desiring to nominate persons for
election to the Board of Directors at such a Special Meeting
shall cause a written notice to be received by the Secretary
of the corporation at the principal offices of the corporation
not earlier than ninety days prior to such Special Meeting and
not later than the close of business on the later of (x) the
60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made
of the date of such Special Meeting and of the nominees
proposed by the Board of Directors to be elected at such
meeting.  Such written notice shall be signed by the
shareholder of record who intends to make the nomination (or
his duly authorized proxy or other representative), shall bear
the date of signature of such shareholder (or proxy or other
representative) and shall set forth: (A) the name and address,
as they appear on the corporation's books, of such shareholder
and the beneficial owner or owners, if any, on whose behalf
the nomination is made; (B) the class and number of shares of
the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a
representation that such shareholder is a holder of record of
shares of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to make
the nomination specified in the notice; (D) the name and
residence address of the person or persons to be nominated;
(E) a description of all arrangements or understandings
between such shareholder or beneficial owner or owners and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination is to be
made by such shareholder; (F) such other information regarding
each nominee proposed by such shareholder as would be required
to be disclosed in solicitations of proxies for elections of
directors, or would be otherwise required to be disclosed, in
each case pursuant to Regulation 14A under the Exchange Act,
including any information that would be required to be
included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and
(G) the written consent of each nominee to be named in a proxy
statement and to serve as a director of the corporation if so
elected.

          (c)  General.

          (i)  Only persons who are nominated in
     accordance with the procedures set forth in this
     Section 2.14 shall be eligible to serve as
     directors.  Only such business shall be conducted at
     an Annual Meeting or Special Meeting as shall have
     been brought before such meeting in accordance with
     the procedures set forth in this Section 2.14.  The
     chairman of the meeting shall have the power and
     duty to determine whether a nomination or any
     business proposed to be brought before the meeting
     was made in accordance with the procedures set forth
     in this Section 2.14 and, if any proposed nomination
     or business is not in compliance with this Section
     2.14, to declare that such defective proposal shall
     be disregarded.
     
          (ii) For purposes of this Section 2.14, "public
     announcement" shall mean disclosure in a press
     release reported by the Dow Jones News Service,
     Associated Press or comparable national news service
     or in a document publicly filed by the corporation
     with the Securities and Exchange Commission pursuant
     to Section 13, 14 or 15(d) of the Exchange Act.
     
          (iii)          Notwithstanding the foregoing
     provisions of this Section 2.14, a shareholder shall
     also comply with all applicable requirements of the
     Exchange Act and the rules and regulations
     thereunder with respect to the matters set forth in
     this Section 2.14.  Nothing in this Section 2.14
     shall be deemed to limit the corporation's
     obligation to include shareholder proposals in its
     proxy statement if such inclusion is required by
     Rule 14a-8 under the Exchange Act.
     

              ARTICLE III.  BOARD OF DIRECTORS
                              
 3.01  General Powers; Number and Classification; Vacancy.

 (a)  All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation
shall be managed under the direction of, the Board of
Directors.

 (b)  The number of directors of the corporation shall be not
less than 7 nor more than 17, as determined from time to time
by the Board of Directors, divided into three substantially
equal classes and designated as Class I, Class II and Class
III, respectively.  Commencing at a Special Meeting to be held
promptly after the adoption of these Bylaws, a class of
directors shall be elected to Class I for a term to expire at
the 1992 Annual Meeting, a class of directors shall be elected
to Class II for a term to expire at the 1993 Annual Meeting
and a class of directors shall be elected to Class III for a
term to expire at the 1994 Annual Meeting and, in each case,
until their successors are duly qualified and elected.  At
each Annual Meeting thereafter the successors to the class of
directors whose term shall expire at the time of Annual
Meeting shall be elected to hold office until the third
succeeding Annual Meeting, and until their successors are duly
qualified and elected or until there is a decrease in the
number of directors that takes effect after the expiration of
their term.

 (c)  Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of
directors, shall be filled by the affirmative vote of a
majority of the directors then in office, though less than a
quorum of the Board of Directors, or by a sole remaining
director.  Any director so elected shall serve until the next
election of the class for which such director shall have been
chosen and until his successor shall be duly qualified and
elected.

 3.02.  Resignations and Qualifications.  A director may
resign at any time by delivering written notice which complies
with the Wisconsin Business Corporation Law to the Board of
Directors, the Chairman of the Board or to the corporation.  A
director's resignation is effective when the notice is
delivered unless the notice specifies a later effective date.
Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.

 3.03.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after the Annual Meeting.  The place of such
regular meeting shall be the same as the place of the Annual
Meeting which precedes it, or such other suitable place as may
be announced to directors at or before such Annual Meeting.
The Board of Directors may provide, by resolution, the date,
time and place, either within or without the State of
Wisconsin, for the holding of additional regular meetings of
the Board of Directors without other notice than such
resolution.

 3.04.  Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the Chairman
of the Board, President, Secretary or any two directors.  The
Chairman of the Board, the President or the Secretary may
designate any place, either within or without the State of
Wisconsin, as the place for holding any such special meeting.
If no designation is made, the place of meeting shall be the
principal business office of the corporation in the State of
Wisconsin.

 3.05  Notice; Waiver.  Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section
3.03) shall be given to each director not less than 24 hours
prior to the meeting by giving oral, telephonic or written
notice to a director communicated in person, or by telegram,
facsimile or other form of wire or wireless communication, or
not less than 48 hours prior to a meeting by delivering,
sending by private carrier or mailing written notice to the
business address or such other address as a director shall
have designated in writing filed with the Secretary.  If
mailed, such notice shall be deemed to be effective when
deposited in the United States mail so addressed with postage
thereon prepaid.  If notice be given by telegram, such notice
shall be deemed to be effective when the telegram addressed as
in case of notice by mail is delivered to the telegraph
company.  If notice is given by private carrier, such notice
shall be deemed to be effective when the notice addressed as
in case of notice by mail is delivered to the private carrier.
Whenever any notice whatever  is required to be given to any
director of the corporation under the articles of
incorporation of the corporation, these Bylaws or any
provision of the Wisconsin Business Corporation Law, a waiver
thereof in writing, signed at any time, whether before or
after the date and time of meeting, by the director entitled
to such notice, shall be deemed equivalent to the giving of
such notice.  The corporation shall retain any such waiver as
part of its permanent corporate records, but only for so long
as such other permanent corporate records are maintained.  A
director's attendance at, or participation in, a meeting
waives any required notice to him of the meeting unless the
director at the beginning of the meeting or promptly upon his
arrival objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to
action taken at the meeting.  Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the
notice, or waiver of notice, of such meeting.

 3.06.  Quorum.  Except as otherwise provided by the Wisconsin
Business Corporation Law, the articles of incorporation of the
corporation or these Bylaws, a majority of the number of
directors fixed in Section 3.01 shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but a majority of the directors present (though
less than such quorum) may adjourn any meeting of the Board of
Directors or any committee thereof, as the case may be, from
time to time without further notice.  Except as otherwise
provided by the Wisconsin Business Corporation Law, the
articles of incorporation or by these Bylaws, a quorum of any
committee of the Board of Directors created pursuant to
Section 3.12 hereof shall consist of a majority of the number
of directors appointed to serve on the committee, but a
majority of the members present (though less than a quorum)
may adjourn the meeting from time to time without further
notice.

 3.07.  Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of
a greater number is required by the Wisconsin Business
Corporation Law, the articles of incorporation of this
corporation or these Bylaws.

 3.08.  Conduct of Meetings.  The Chairman of the Board, and
in his absence, the Vice Chairman of the Board, and in their
absence, the President and in their absence, a Vice President
in the order provided under Section 4.08, and in their
absence, any director chosen by the directors present, shall
call meetings of the Board of Directors, but in the absence of
the Secretary, the presiding officer may appoint any Assistant
Secretary or any director or any other person present to act
as secretary of the meeting.  Minutes of any regular or
special meeting of the Board of Directors shall be prepared
and distributed to each director.

 3.09.  Compensation.  The Board of Directors, irrespective of
any personal interest of any of its members, may establish
reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise, or may
delegate such authority to an appropriate committee.  The
Board of Directors also shall have authority to provide for,
or to delegate authority to an appropriate committee to
provide for, reasonable pensions, disability or death
benefits, and other benefits or payments, to directors,
officers and employees and to their estates, families,
dependents, or beneficiaries on account of prior services
rendered by such directors, officers and employees to the
corporation.

 3.10.  Unanimous Consent Without Meeting.  Any action
required or permitted by the articles of incorporation of the
corporation, these Bylaws or any provision of the Wisconsin
Business Corporation Law to be taken by the Board of Directors
(or any committee thereof created pursuant to Section 3.12) at
a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all members of the Board of Directors or of the committee, as
the case may be, then in office.  Any such consent action may
be signed in separate counterparts and shall be effective when
the last director or committee member signs the consent,
unless the consent specifies a different effective date.

 3.11.  Presumption of Assent.  A director of the corporation
who is present at a meeting of the Board of Directors or any
committee thereof of which he is a member at which action on
any corporate matter is taken shall be presumed to have
assented to the action taken unless any of the following
occurs: (a) the director objects at the beginning of the
meeting or promptly upon his arrival to holding the meeting or
transacting business at the meeting;  (b) the director's
dissent or abstention from the action taken is entered in the
minutes of the meeting; or (c) the director delivers written
notice that complies with the Wisconsin Business Corporation
Law of his dissent or abstention to the presiding officer of
the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting.  Such right to
dissent or abstain shall not apply to a director who voted in
favor of such action.

 3.12.  Committees.

 (a) (i)  An Executive Committee consisting of three or more
members of the Board of Directors be and it hereby is created.
The Board of Directors by the affirmative vote of a majority
of the number of directors fixed in Section 3.01, shall
designate the members of the Executive Committee, one of whom
shall be designated by the Board of Directors as Chairman of
the Executive Committee.  The Executive Committee shall have
and may exercise all powers of the Board of Directors in the
management of the business and affairs of the corporation when
the Board of Directors is not in session; provided, however,
that the Executive Committee shall have no power or authority
to take action on behalf of the Board of Directors to the
extent limited in Section 3.12(b) of these Bylaws or the
Wisconsin Business Corporation Law.  The Board of Directors
shall have the power at any time to fill vacancies in, to
change the members of, or to dissolve the Executive Committee
by the affirmative vote of a majority of the directors then in
office, though less than a quorum of the Board of Directors,
or by a sole remaining director.

 (ii)  Notice of each meeting of the Executive Committee shall
be given to each member thereof in accordance with Section
3.05.  The attendance or participation of a committee member
at a meeting shall constitute a waiver of required notice to
him of such meeting, unless the committee member at the
beginning of the meeting or promptly upon his arrival objects
to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at
the meeting.  Neither the business to be transacted at, not
the purpose of, any meeting of the Executive Committee need be
specified in the notice, or waiver of notice, of such meeting.

 (iii)  The act of the majority of the members present at a
meeting at which a quorum is present shall be the act of the
Executive Committee, unless the act of a greater number is
required by the Wisconsin Business Corporation Law or by the
articles incorporation of the corporation or these Bylaws.

 (iv)  The Chairman of the Executive Committee, and, in his
absence, any member chosen by the members present, shall call
meetings of the Executive Committee to order and shall act as
chairman of the meeting.  The presiding officer may appoint
any member or other person present to act as secretary of the
meeting.  Unless otherwise provided by the Wisconsin Business
Corporation Law, the articles of incorporation of the
corporation or these Bylaws, the Executive Committee shall fix
its own rules governing the conduct of its activities and
shall keep and report to the Board of Directors regular
minutes of the proceedings of the Executive Committee for
subsequent approval by the Board of Directors.

 (b)  The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors
fixed in Section 3.01 may designate one or more other
committees, appoint members of the Board of Directors to serve
on the committees and designate other members of the Board of
Directors to serve as alternates.  Alternate members of a
committee shall take the place of any absent member or members
at any meeting of such committee upon request of the Chairman
of the Board or the President or upon request of the chairman
of such meeting.  Each committee (other than the Executive
Committee) shall consist of two or more directors elected by,
and to serve at the pleasure of, the Board of Directors.  A
committee may be authorized to exercise the authority of the
Board of Directors, except that a committee (including the
Executive Committee) may not do any of the following: (a)
authorize distributions; (b) approve or propose to
shareholders action that the Wisconsin Business Corporation
Law requires to be approved by shareholders; (c) fill
vacancies on the Board of Directors or, unless the Board of
Directors provides by resolution that vacancies on a committee
shall be filled by the affirmative vote of the remaining
committee members, on any Board committee; (d) amend the
articles of incorporation of the corporation; (e) adopt, amend
or repeal these Bylaws; (f) approve a plan of merger not
requiring shareholder approval; (g) authorize or approve
reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (h) authorize
or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee
to do so within limits prescribed by the Board of Directors.
Unless otherwise provided by the Board of Directors in
creating the committee, a committee (including the Executive
Committee) may employ counsel, accountants and other
consultants to assist it in the exercise of its authority.
Notices of committee meetings shall be given to committee
members in compliance with Section 3.05.  Each such committee
shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of
Directors of its activities as the Board of Directors may
request.

 3.13.  Telephonic Meetings.  Except as herein provided and
notwithstanding any place set forth in the notice of the
meeting or these Bylaws, members of the Board of Directors
(and any committees thereof created pursuant to Section 3.12)
may participate in regular or special meetings by, or through
the use of, any means of communication by which all
participants may simultaneously hear each other, such as by
conference telephone.  If a meeting is conducted by such
means, then at the commencement of such meeting the presiding
officer shall inform the participating directors that a
meeting is taking place at which official business may be
transacted.  Any participant in a meeting by such means shall
be deemed present in person at such meeting.  If action is to
be taken at any meeting held by such means on any of the
following: (a) a plan of merger or share exchange; (b) a sale,
lease, exchange or other disputation of substantial property
or assets of the corporation; (c) a voluntary dissolution or
the revocation of voluntary dissolution proceedings; or (d) a
filing for bankruptcy, then the identity of each director
participating in such meeting must be verified by the
disclosure at such meeting by each such director of each such
director's social security number to the secretary of the
meeting before a vote may be taken on any of the foregoing
matters. For purposes of the preceding clause (b), the phrase
"sale, lease, exchange or other disposition of substantial
property or assets" shall mean any sale, lease, exchange or
other disposition of property or assets of the corporation
having a net book value equal to 10% or more of the net book
value of the total assets of the corporation on and as of the
close of the fiscal year last ended prior to the date of such
meeting and as to which financial statements of the
corporation have been prepared.

                    ARTICLE IV. OFFICERS
                              
 4.01.  Number.  The principal offices of the corporation
shall be a President, one or more Vice Presidents, as
authorized from time to time by the Board of Directors, a
Controller, a Secretary and a Treasurer and such other
officers and agents as the Board of Directors may from time to
time determine necessary, each of whom shall be chosen by the
Board of Directors.  The Board of Directors may also from time
to time elect or appoint a Chairman of the Board and a Vice
Chairman of the Board.  The Board of Directors may also
authorize any duly authorized officer to appoint one or more
officers or assistant officers.  Any number of offices may be
held by the same person.

 4.02.  Election and Term of Office.  The officers of the
corporation to be elected by the Board of Directors shall be
elected annually at the first meeting of the Board of
Directors held after each Annual Meeting.  If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as practicable.  Each officer
shall hold office until his successor shall have been duly
chosen or until his prior death, resignation or removal.

 4.03.  Removal.  The Board of Directors may remove any
officer and, unless restricted by the Board of Directors or
these Bylaws, an officer may remove any officer or assistant
officer appointed by that officer, at any time, with or
without cause and notwithstanding the contract rights, if any,
of the officer removed.  The election or appointment of an
officer does not of itself create contract rights.

 4.04.  Resignations and Vacancies.

 (a)  An officer may resign at any time by delivering notice
to the corporation that complies with the Wisconsin Business
Corporation Law.  The resignation shall be effective when the
notice is delivered, unless the notice specifies a later
effective date and the corporation accepts the later effective
date.

 (b)  A vacancy in the office of President, Secretary or
Treasurer shall be filled by the Board of Directors for the
unexpired portion of the term.  A vacancy in any other office
may also be filled by the Board of Directors, should it deem
it necessary to do so.  If a resignation of an officer is
effective at a later date as contemplated by this Section
4.04, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides
that the successor may not take office until the effective
date.

 4.05.  Chairman of the Board.  The Chairman of the Board
shall be the Chief Executive Officer of the corporation, and
subject to the control of the Board of Directors, shall, in
general, supervise and control the business and affairs of the
corporation and shall determine long-range, strategic
direction and objectives and shall formulate major corporate
policies.  The Chairman of the Board shall preside at all
Annual Meetings and Special Meetings and at all meetings of
the Board of Directors.  He shall also in general perform such
other duties and functions as may be assigned herein and as
may be delegated or assigned to him by the Board of Directors
from time to time.  The Chairman of the Board shall have
authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint and remove such agents and
employees of the corporation as he shall deem necessary, to
prescribe their powers, duties and compensation and to
delegate authority to them.  The Chairman shall have authority
to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other departments or
instruments necessary or proper to be executed in the course
of the corporation's regular business, or which shall be
authorized by the Board of Directors.

 4.06.  Vice Chairman of the Board.  The Vice Chairman of the
Board, if one shall be elected or appointed, shall in the
absence of the Chairman of the Board, perform the duties and
functions of the Chairman of the Board.  He shall also in
general perform such other duties and functions as may be
delegated or assigned to him by the Board of Directors or the
Chairman of the Board.

 4.07.  President.  The President shall perform such duties as
may be delegated to or assigned to him by the Chief Executive
Officer or by the Board of Directors from time to time.  The
President shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds,
mortgages, securities, contracts, leases, reports and all
other documents necessary or proper to be executed in the
course of the corporation's regular business, or which shall
be authorized by the Board of Directors, and, except as
otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or
instruments in his place and stead.

 4.08.  The Vice Presidents.  The Board of Directors shall
elect one or more Vice Presidents as it shall deem necessary
for the carrying out of the corporation's business, some of
whom may be designated as Executive Vice Presidents and some
of whom may be designated as Senior Vice Presidents. In the
absence of the President or in the event of his death,
inability or refusal to act, the Vice President (or, in the
event there be more than one Vice President, giving priority
to any Executive Vice Presidents, and then to any Senior Vice
Presidents (in the order of their respective priorities), but
otherwise in the order designated by the Board of Directors or
in the absence of any such designation, then in order of
choosing) shall perform the duties of the President and, when
so acting, shall have all the powers of and be subject to all
restrictions upon the President.  Any Vice President shall
perform such duties and have such authority, as, from time to
time, may be delegated or assigned to him by the President, or
by the Board of Directors.  The execution of any instrument of
the corporation by any Vice President shall be conclusive
evidence as to third parties of his authority to act in the
stead of the President.

 4.09.  The Secretary.  The Secretary shall:  (a) keep the
minutes of the Annual Meetings and Special Meetings and other
meetings of the Board of Directors in one or more books
provided for that purpose (including records of consent
actions taken by the shareholders or the Board of Directors
(or committees thereof) without a meeting;  (b) see that all
notices are duly given in accordance with the provisions of
these Bylaws or as required by the Wisconsin Business
Corporation Law; (c) be custodian of the corporate records and
of the seal of the corporation and see that the seal of the
corporation is affixed to all documents the execution of which
on behalf of the corporation under its seal is duly
authorized;  (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of
the names and addresses of all shareholders, by class or
series of shares, if any, and showing the number and class or
series of shares, if any, held by each shareholder; (e) sign
with the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors;  (f)
have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to
the office of Secretary and have such other duties and
exercise such authority as from time to time may be delegated
or assigned to him by the President, any Vice President or the
Board of Directors.

 4.10.  The Treasurer.  The Treasurer shall:  (a) have charge
and custody of and be responsible for all funds and securities
of the corporation;  (b) receive and give receipts for moneys
due and payable to the corporation from any source whatsoever,
and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Section 5.04;
and (c) in general perform all of the duties incident to the
office of Treasurer and have such other duties and exercise
such other authority as from time to time may be delegated or
assigned to him by the President, any Vice President or the
Board of Directors.  If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.

 4.11.  Controller.  Subject to the control and supervision of
the Board of Directors, the Controller shall have charge of
the books of account of the corporation and maintain
appropriate accounting records and he shall perform such other
duties and exercise such other authority as from time to time
may be delegated or assigned to him by the Board of Directors,
the President or the Vice President responsible for financial
matters.

 4.12.  Assistant Secretaries and Assistant Treasurers.  There
shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time
authorize.  The Assistant Secretaries may sign with the
President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized
by a resolution of the Board of Directors.   The Assistant
Treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of
Directors shall determine.  The Assistant Secretaries and
Assistant Treasurers, in general, shall perform such duties
and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the President, any Vice
President or the Board of Directors.

 4.13.  Other Assistants and Acting Officers.  The Board of
Directors shall have the power to appoint, or to authorize any
duly appointed officer of the corporation to appoint, any
person to act as assistant to any officer, or as agent for the
corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such
officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board of Directors
or an authorized officer shall have the power to perform all
the duties of the office to which he is so appointed to be
assistant, or as to which he is so appointed to act, except as
such power may be otherwise defined or restricted by the Board
of Directors or the appointing officer.

 4.14.  Salaries.  The salaries of the principal officers
shall be fixed from time to time by the Board of Directors or,
except in the case of the Chairman of the Board, the Vice
Chairman of the Board, President or any Executive Vice
President, by a duly authorized committee thereof, and no
officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
corporation.

             ARTICLE V. CONTRACTS, LOANS, CHECKS
            AND DEPOSITS;  SPECIAL CORPORATE ACTS
                              
 5.01.  Contracts.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any
contract or execute or deliver any instrument in the name of
and on behalf of the corporation, and such authorization may
be general or confined to specific instances.  In the absence
of other designation, all deeds, mortgages and instruments of
assignment or pledge made by the corporation shall be executed
in the name of the corporation by the President or any Vice
President and by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required, shall affix
the corporate seal thereto; and when so executed no other
party to such instrument or any third party shall be required
to make any inquiry into the authority of the signing officer
or officers.

 5.02.  Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued
in its name unless authorized by or under the authority of a
resolution of the Board of Directors.  Such authorization may
be general or confined to specific instances.

 5.03.  Checks, Drafts, Etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the
Board of Directors.

 5.04.  Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other
depositories as may be selected by or under the authority of a
resolution of the Board of Directors.

 5.05.  Voting of Securities Owned by the Corporation. Subject
always to the specific directions of the Board of Directors,
any share or shares of stock or other securities issued by any
other corporation and owned or controlled by the corporation
may be voted at any meeting of security holders of such other
corporation by the President or by any Vice President who may
be present.  Whenever, in the judgment of the President or of
any Vice President, it is desirable for the corporation to
execute a proxy or written consent in respect to any share or
shares of stock or other securities issued by any other
corporation and owned by the corporation, such proxy or
consent shall be executed in the name of the corporation by
the President or by any one of the Vice Presidents and, if
required, should be attested by the Secretary or an Assistant
Secretary under the corporate seal without necessity of any
authorization by the Board of Directors.  Any person or
persons designated in the manner above stated as the proxy or
proxies of the corporation shall have full right, power and
authority to vote the share or shares of stock issued by such
other corporation and owned by the corporation the same as
such share or shares might be voted by the corporation.

 5.06.  No Nominee Procedures.  The corporation has not
established, and nothing in these Bylaws shall be deemed to
establish, any procedure by which a beneficial owner of the
corporation's shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder
under Section 180.0723 of the Wisconsin Business Corporation
Law.

   ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER
                              
 6.01.  Certificates for Shares.  Certificates representing
shares of the corporation shall be in such form consistent
with the Wisconsin Business Corporation Law, as shall be
determined by the Board of Directors.   Such certificates
shall be signed by the President or a Vice President and by
the Treasurer or an Assistant Treasurer or by the Secretary or
an Assistant Secretary.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and
address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall
be registered upon the stock transfer books of the
corporation.  All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except as
provided in Section 6.06.

 6.02.  Facsimile Signature and Seal.  The seal of the
corporation on any certificates for shares may be a facsimile.
The signatures of the President or Vice President and the
Treasurer or Assistant Treasurer or the Secretary or an
Assistant Secretary upon a certificate may be facsimiles if
the certificate is manually countersigned (a) by a transfer
agent other than the corporation or its employee, or (b) by a
registrar other than the corporation or its employee.

 6.03.  Signature by Former Officers.  The validity of a share
certificate is not affected if a person who signed the
certificate (either manually or in facsimile) no longer holds
office when the certificate is issued.  If any officer, who
has signed or whose facsimile signature has been placed upon
any certificate for shares, has ceased to be such officer
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at
the date of its issue.

 6.04.  Transfer of Shares.  Prior to due presentment of a
certificate for shares for registration of transfer the
corporation may treat the registered owner of such shares as
the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and
powers of an owner.  Where a certificate for shares is
presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or
any other person suffering loss as a result of such
registration of transfer if (a) there were on the certificate
the necessary endorsements, and (b) the corporation had no
duty to inquire into adverse claims or has discharged any such
duty.  The corporation may require reasonable assurance that
such endorsements are genuine and effective and compliance
with such other regulations as may be prescribed under the
authority of the Board of Directors.

 6.05.  Restrictions on Transfer.  The face or reverse side of
each certificate representing shares shall bear a conspicuous
notation of any restriction imposed by the corporation upon
the transfer of such shares.

 6.06.  Lost, Destroyed or Stolen Certificates.  The Board of
Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require
the person requesting such new certificate or certificates, or
his or her legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any
claim that may be made against the corporation with respect to
the certificate alleged to have been lost, stolen or
destroyed.

 6.07.  Consideration for Shares.  The Board of Directors may
authorize shares to be issued for consideration consisting of
any tangible or intangible property or benefit to the
corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other
securities of the corporation.  Before the corporation issues
shares, the Board of Directors shall determine that the
consideration received or to be received for the shares to be
issued is adequate.  The determination of the Board of
Directors is conclusive insofar as the adequacy of
consideration for the issuance of shares relates to whether
the shares are validly issued, fully paid and nonassessable.
The corporation may place in escrow shares issued in whole or
in part for a contract for future services or benefits, a
promissory note, or other property to be issued in the future,
or make other arrangements to restrict the transfer of the
shares, and may credit distributions in respects of the shares
against their purchase price, until the services are
performed, the benefits or property are received or the
promissory note is paid.  If the services are not performed,
the benefits or property are not received or the promissory
note is not paid, the corporation may cancel, in whole or in
part, the shares escrowed or restricted and the distributions
credited.

 6.08.  Stock Regulations.  The Board of Directors shall have
the power and authority to make all such further rules and
regulations not inconsistent with the statues of the State of
Wisconsin as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares
of the corporation.

                     ARTICLE VII.  SEAL
                              
          7.01.  The Board of Directions shall provide a
corporate seal for the corporation which shall be circular in
form and shall have inscribed thereon the name of the
corporation, and the state of incorporation and the words,
"Corporate Seal."

                ARTICLE VIII. INDEMNIFICATION
                              
          8.01.  Certain Definitions.  All capitalized terms
used in this Article VIII and not otherwise hereinafter
defined in this Section 8.01 shall have the meaning set forth
in Section 180.0850 of the Statute.  The following terms
(including any plural forms thereof) used in this Article VIII
shall be defined as follows:

 (a)  "Affiliate" shall include, without limitation, any
corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise that directly or indirectly
through one or more intermediaries, controls or is controlled
by, or is under common control with, the Corporation.

 (b)  "Authority" shall mean the entity selected by the
Director or Officer to determine his or her right to
indemnification pursuant to Section 8.04.

 (c)  "Board" shall mean the entire then elected and serving
Board of Directors of the Corporation, including all members
thereof who are Parties to the subject Proceeding or any
related Proceeding.

 (d)  "Breach of Duty" shall mean the Director or Officer
breached or failed to perform his or her duties to the
Corporation and his or her breach of or failure to perform
those duties is determined, in accordance with Section 8.04,
to constitute misconduct under Section 180.0851 (2) (a) 1, 2,
3 or 4 of the Statute.

 (e)  "Corporation," as used herein and as defined in the
Statute and incorporated by reference into the definitions of
certain other capitalized terms used herein, shall mean this
Corporation, including, without limitation, any successor
corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of
the capital stock or assets of this Corporation.

 (f)  "Director or Officer" shall have the meaning set forth
in the Statute; provided, that, for purposes of this Article
VIII, it shall be conclusively presumed that any Director or
Officer serving as a director, officer, partner, trustee,
member of any governing or decision-making committee, employee
or agent of an Affiliate shall be so serving at the request of
the Corporation.

 (g)  "Disinterested Quorum" shall mean a quorum of the Board
who are not Parties to the subject Proceeding or any related
Proceeding.

 (h)  "Party" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article VIII, the term
"Party" shall also include any Director or Officer or employee
who is or was a witness in a Proceeding at a time when he or
she has not otherwise been formally named a Party thereto.

 (i)  "Proceeding" shall have the meaning set forth in the
Statute; provided, that, in accordance with Section 180.0859
of the Statute and for purposes of this Article VIII, the term
"Proceeding" shall also include all Proceedings (i) brought
under (in whole or in part) the Securities Act of 1933, as
amended, the Exchange Act, their respective state
counterparts, and/or any rule or regulation promulgated under
any of the foregoing; (ii) brought before an Authority or
otherwise to enforce rights hereunder;  (iii) any appeal from
a Proceeding; and (iv) any Proceeding in which the Director or
Officer is a plaintiff or petitioner because he or she is a
Director or Officer; provided, however, that any such
Proceeding under this subsection (iv) must be authorized by a
majority vote of a Disinterested Quorum.

 (j)  "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law as the
same shall then be in effect, including any amendments
thereto, but, in the case of any such amendment, only to the
extent such amendment permits or requires the Corporation to
provide broader indemnification rights than the Statute
permitted or required the Corporation to provide prior to such
amendment.

 8.02  Mandatory Indemnification.  To the fullest extent
permitted or required by the Statute, the Corporation shall
indemnify a Director or Officer against all Liabilities
incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer
is a Party because he or she is a Director or Officer.

 8.03.  Procedural Requirements.

 (a)  A Director or Officer who seeks indemnification under
Section 8.02 shall make a written request therefor to the
Corporation.  Subject to Section 8.03 (b), within 60 days of
the Corporation's receipt of such request, the Corporation
shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in
connection with the subject Proceeding (net of any Expenses
previously advanced pursuant to Section 8.05).

 (b)  No indemnification shall be required to be paid by the
Corporation pursuant to Section 8.02 if, within such 120-day
period, (i) a Disinterested Quorum, by a majority vote
thereof, determines that the Director or Officer requesting
indemnification engaged in misconduct constituting a Breach of
Duty of (ii) a Disinterested Quorum cannot be obtained.

 (c)  In either case of nonpayment pursuant to Section
8.03(b), the Board shall immediately authorize by resolution
that an Authority, as provided in Section 8.04, determine
whether the Director's or Officer's conduct constituted a
Breach of Duty and, therefore, whether indemnification should
be denied hereunder.

 (d) (i)  If the Board does not authorize an Authority to
determine the Director's or Officer's right to indemnification
hereunder within such 120-day period and/or (ii) if
indemnification of the requested amount of Liabilities is paid
by the Corporation, then it shall be conclusively presumed for
all purposes that a Disinterested Quorum has affirmatively
determined that the Director or Officer did not engage in
misconduct constituting a Breach of Duty and, in the case of
subsection (i) above (but not subsection (ii)),
indemnification by the Corporation of the requested amount of
Liabilities shall be paid to the Director or Officer
immediately.

 8.04. Determination of Indemnification.

 (a)  If the Board authorizes an Authority to determine a
Director's or Officer's right to indemnification pursuant to
Section 8.03, then the Director or Officer requesting
indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

          (i)  An independent legal counsel; provided, that
    such counsel shall be mutually selected by such Director
    or Officer and by a majority vote of a Disinterested
    Quorum or, if a Disinterested Quorum cannot be obtained,
    then by a majority vote of the Board; or

          (ii)  A panel of three arbitrators selected from the
    panels of arbitrators of the American Arbitration
    Association in Milwaukee, Wisconsin; provided, that (A)
    one arbitrator shall be selected by such Director or
    Officer, the second arbitrator shall be selected by a
    majority vote of a Disinterested Quorum or, if a
    Disinterested Quorum cannot be obtained, then by a
    majority vote of the Board, and the third arbitrator shall
    be selected by the two previously selected arbitrators,
    and (B) in all other respects, such panel shall be
    governed by the American Arbitration Association's then
    existing Commercial Arbitration Rules.

 (b)  In any such determination by the selected Authority
there shall exist a rebuttable presumption that the Director's
or Officer's conduct did not constitute a Breach of Duty and
that indemnification against the requested amount of
Liabilities is required.  The burden of rebutting such a
presumption by clear and convincing evidence shall be on the
Corporation or such other party asserting that such
indemnification should not be allowed.

 (c)  The Authority shall make its determination within 60
days of being selected and shall submit a written opinion of
its conclusion simultaneously to both the Corporation and the
Director or Officer.

 (d)  If the Authority determines that indemnification is
required hereunder, the Corporation shall pay the entire
requested amount of Liabilities (net of any Expenses
previously advanced pursuant to Section 8.05), including
interest thereon at a reasonable rate, as determined by the
Authority, within 10 days of receipt of the Authority's
opinion; provided, that, if it is determined by the Authority
that a Director or Officer is entitled to indemnification
against Liabilities' incurred in connection with some claims,
issues or matters, but not as to other claims, issues or
matters, involved in the subject Proceeding, the Corporation
shall be required to pay (as set forth above) only the amount
of such requested Liabilities as the Authority shall deem
appropriate in light of all of the circumstances of such
Proceeding.

 (e)  The determination by the Authority that indemnification
is required hereunder shall be binding upon the Corporation
regardless of any prior determination that the Director or
Officer engaged in a Breach of Duty.

 (f)  All Expenses incurred in the determination process under
this Section 8.04 by either the Corporation or the Director or
Officer, including, without limitation, all Expenses of the
selected Authority, shall be paid by the Corporation.

 8.05.  Mandatory Allowance of Expenses.

          (a)  The Corporation shall pay or reimburse from
time to time or at any time, within 10 days after the receipt
of the Director's or Officer's written request therefor, the
reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are
satisfied:

      (i)  The Director or Officer furnishes to the
     Corporation an executed written certificate affirming his
     or her good faith belief that he or she has not engaged
     in misconduct which constitutes a Breach of Duty; and

      (ii)  The Director or Officer furnishes to the
     Corporation an unsecured executed written agreement to
     repay any advances made under this Section 8.05 if it is
     ultimately determined by an Authority that he or she is
     not entitled to be indemnified by the Corporation for
     such Expenses pursuant to Section 8.04.

 (b)  If the Director or Officer must repay any previously
advanced Expenses pursuant to this Section 8.05, such Director
or Officer shall not be required to pay interest on such
amounts.

 8.06.  Indemnification and Allowance of Expenses of Certain
Others.

 (a)  The Board may, in its sole and absolute discretion as it
deems appropriate, pursuant to a majority vote thereof,
indemnify a director or officer of an Affiliate (who is not
otherwise serving as a Director or Officer) against all
Liabilities, and shall advance the reasonable Expenses,
incurred by such director or officer in a Proceeding to the
same extent hereunder as if such director or officer incurred
such Liabilities because he or she was a Director or Officer,
if such director or officer is a Party thereto because he or
she is or was a director or officer of the Affiliate.

 (b)  The Corporation shall indemnify an employee who is not a
Director or Officer, to the extent he or she has been
successful on the merits or otherwise in defense of a
Proceeding, for all Expenses incurred in the Proceeding if the
employee was a Party because he or she was an employee of the
Corporation.
 (c)  The Board may, in its sole and absolute discretion as it
deems appropriate, pursuant to a majority vote thereof,
indemnify (to the extent not otherwise provided in Section
8.06(b) hereof) against Liabilities incurred by, and/or
provide for the allowance of reasonable Expenses of, an
employee or authorized agent of the Corporation acting within
the scope of his or her duties as such and who is not
otherwise a Director or Officer.

 8.07.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual
who is or was an employee or authorized agent of the
Corporation against any Liability asserted against or incurred
by such individual in his or her capacity as such or arising
from his or her status as such, regardless of whether the
Corporation is required or permitted to indemnify against any
such Liability under this Article VIII.

 8.08.  Severability.  If any provision of this Article VIII
shall be deemed invalid or inoperative, or if a court of
competent jurisdiction determines that any of the provisions
of this Article VIII contravene public policy, this Article
VIII shall be construed so that the remaining provisions shall
not be affected, but shall remain in full force and effect,
and any such provisions which are invalid or inoperative or
which contravene public policy shall be deemed, without
further action or deed by or on behalf of the Corporation, to
be modified, amended and/or limited, but only to the extent
necessary to render the same valid and enforceable; it being
understood that it is the Corporation's intention to provide
the Directors and Officers with the broadest possible
protection against personal liability allowable under the
Statute.

 8.09.  Nonexclusively of Article VIII.  The rights of a
Director, Officer or employee (or any other person) granted
under this Article VIII shall not be deemed exclusive of any
other rights to indemnification against Liabilities or
allowance of Expenses which the Director, Officer or employee
(or such other person) may be entitled to under any written
agreement, Board resolution, vote of shareholders of the
Corporation or otherwise, including, without limitation, under
the Statute.  Nothing contained in this Article VIII shall be
deemed to limit the Corporation's obligations to indemnify
against Liabilities or allow Expenses to a Director, Officer
or employee under the Statute.

 8.10.  Contractual Nature of Article VIII; Repeal or
Limitation of Rights.  This Article VIII shall be deemed to be
a contract between the Corporation and each Director, Officer
and employee of the Corporation and any repeal or other
limitation of this Article VIII or any repeal or limitation of
the Statute or any other applicable law shall not limit any
rights of indemnification against Liabilities or allowance of
Expenses then existing or arising out of events, acts or
omissions occurring prior to such repeal or limitation,
including, without limitation, the right to indemnification
against Liabilities or allowance of Expenses for Proceedings
commenced after such repeal or limitation to enforce this
Article VIII with regard to acts, omissions or events arising
prior to such repeal or limitation.
                              
                  ARTICLE IX.  FISCAL YEAR
                              
 9.01.  The fiscal year of the corporation shall be the
calendar year.
                              
                   ARTICLE X.  AMENDMENTS
                              
          10.01.  By Shareholders.  Except as otherwise
provided in the articles of incorporation of the corporation
or these Bylaws, these Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by the shareholders at
any Annual Meeting or Special Meeting at which a quorum is in
attendance.

 10.02.  By Directors.  Except as otherwise provided in the
articles of incorporation of the corporation or these Bylaws,
these Bylaws may also be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any
meeting at which a quorum is in attendance; provided, however,
that notice of any proposal to take any such action shall have
been given to each director not less than 72 hours prior to
the meeting by one of the methods set forth in Section 3.05;
but no Bylaw adopted by the shareholders shall be amended,
repealed or readopted by the Board of Directors unless the
Bylaw so adopted so permits.

 10.03.  Implied Amendments.  Except as otherwise provided in
the articles of incorporation of the corporation or these
Bylaws, any action taken or authorized by the shareholders or
by the Board of Directors, which would be inconsistent with
the Bylaws then in effect but is taken or authorized by
affirmative vote of not less than the number of shares or the
number of directors required to amend the Bylaws so that the
Bylaws would be consistent with such action, shall be given
the same effect as though the Bylaws had been temporarily
amended or suspended so far, but only so far, as is necessary
to permit the specific action so taken or authorized.




                                                    EXHIBIT 10


                  MGIC INVESTMENT CORPORATION
             1991 STOCK INCENTIVE PLAN, AS AMENDED

           1.   Purpose.   The purpose of the MGIC  Investment
Corporation 1991 Stock Incentive Plan, as amended to March  6,
1997  and as proposed to be further amended in accordance with
amendments  adopted by the Board (as hereinafter  defined)  on
March  6,  1997  (the "Amended Plan"), is to secure  for  MGIC
Investment  Corporation (the "Company") and  its  subsidiaries
the  benefits  of  the additional incentive  inherent  in  the
ownership of the Company's Common Stock, $1.00 par value  (the
"Common  Stock"),  by  certain  key  employees  and  executive
officers of the Company and its subsidiaries and directors  of
the  Company, who are important to the success and the  growth
of  the business of the Company and to help the Company secure
and  retain  the  services of such persons.   In  addition  to
granting  stock options ("Options"), the Amended Plan provides
for  a deposit share program ("Deposit Share Program") and for
the   award  of  Common  Stock,  subject  to  certain   terms,
conditions  and  restrictions  ("Restricted  Stock").   It  is
intended  that certain of the Options issued pursuant  to  the
Amended   Plan   will  constitute  incentive   stock   Options
("Incentive Stock Options") within the meaning of Section
  422
of the Internal Revenue Code of 1986, as amended (the "Code"),
and  the  remainder  of  the Options issued  pursuant  to  the
Amended  Plan  will  constitute  nonstatutory  Options.    The
Options  and  Restricted  Stock are  hereinafter  referred  to
collectively as "Awards".

          2. Administration.

     (a)   Stock Award Committee.  The Amended Plan  shall  be
     administered  under  the  supervision  of  the  Board  of
     Directors  of  the  Company (the  "Board"),  which  shall
     exercise  its  powers,  to  the extent  herein  provided,
     through  the  agency  of the Stock Award  Committee  (the
     "Committee"), which shall consist of at least two members
     and  shall  be  appointed from among the members  of  the
     Board.   Any  member of the Committee may  resign  or  be
     removed by the Board and new members may be appointed  by
     the   Board.   Additionally,  the  Committee   shall   be
     constituted  so  as to satisfy at all times  the  outside
     director  requirement  of Code  Section  162(m)  and  the
     regulations   thereunder  or  any  substitute   provision
     therefor.

     (b)  Rules and Regulations.  The Committee, from time  to
     time,  may  adopt rules and regulations for carrying  out
     the  provisions  and purposes of the Amended  Plan.   The
     interpretation and construction of any provision  of  the
     Amended  Plan by the Committee shall be final, conclusive
     and binding on all interested parties.  In order to carry
     out  its responsibilities, the Committee may execute such
     documents  and enter into such agreements  and  make  all
     determinations   deemed   necessary   or   advisable   to
     effectuate the purposes of the Amended Plan.

     (c)  Authority.   The Committee shall have all the powers
     vested  in  it  by  the terms of the Amended  Plan,  such
     powers  to  include exclusive authority (subject  to  the
     terms  of the Amended Plan and applicable law) to  select
     the  persons to be granted Awards under the Amended Plan,
     to  determine  the type, size and terms of Awards  to  be
     made  to each person selected, to determine the time when
     Awards  will  be granted and to establish objectives  and
     conditions  for  earning  Awards.   The  Committee  shall
     determine which Options are to be Incentive Stock Options
     and  which  are to be nonstatutory Options and  shall  in
     each case enter into a written Option agreement with  the
     recipient  thereof (an "Option Agreement") setting  forth
     the terms and conditions of the grant and the exercise of
     the  subject  Option, as determined by the  Committee  in
     accordance with the Amended Plan.  To the extent that the
     aggregate fair market value of Common Stock with  respect
     to  which Incentive Stock Options under the Amended  Plan
     and  any  other plans of the Company or its  subsidiaries
     are  exercisable by an Employee  (as hereinafter defined)
     for  the  first  time  during any calendar  year  exceeds
     $100,000, such Options shall be treated as Options  which
     are  not Incentive Stock Options.  To the extent the Code
     is  amended  from time to time to provide  additional  or
     different  limitations on the grant  of  Incentive  Stock
     Options, the foregoing limitation shall be considered  to
     be  amended accordingly.  The Committee shall  have  full
     power  and  authority  to administer  and  interpret  the
     Amended  Plan  and  to  adopt  such  rules,  regulations,
     agreements,   guidelines   and   instruments   for    the
     administration of the Amended Plan and for the conduct of
     its   business  as  the  Committee  deems  necessary   or
     advisable.  The Committee's interpretation of the Amended
     Plan,  and all actions taken and determinations  made  by
     the  Committee pursuant to the powers vested in it, shall
     be  conclusive  and  binding on  all  parties  concerned,
     including    the    Company,   its   subsidiaries,    its
     shareholders,  Participants  (as  defined  in  Section  4
     below)   and   any  employee  of  the  Company   or   its
     subsidiaries.  The Committee may delegate duties  to  any
     person  or  persons;  provided, that,  no  delegation  of
     duties is permitted with respect to (i) any grant,  award
     or  other  acquisition from the Company if the person  or
     persons  to  whom duties are delegated would not  satisfy
     the  standard  of Rule 16b-3(d)(1) under  the  Securities
     Exchange  Act  of  1934, as amended,  or  any  substitute
     provision therefor or the requirements of Section  162(m)
     of  the  Code and (ii) any disposition to the Company  if
     the  person or persons to whom duties are delegated would
     not satisfy the standard of Rule 16b-3(d)(1).

     (d)   Records.   The Committee shall maintain  a  written
     record  of  its proceedings.  A majority of the Committee
     members  shall constitute a quorum for any meeting.   Any
     determination or action of the Committee may be  made  or
     taken  by  a majority of the members present at any  such
     meeting, or without a meeting by a resolution or  written
     memorandum  concurred in by all of the  members  then  in
     office.

           3.   Stock Subject to Awards.  The aggregate number
of  shares  of  Common Stock for which Awards may  be  granted
under  the  Amended  Plan shall not exceed  7,000,000  shares,
subject to adjustment as provided in Section 8 below.  If, and
to  the  extent that, Options granted under the  Amended  Plan
terminate  or expire without having been exercised, or  shares
of  Restricted Stock under the Amended Plan are forfeited, the
shares  covered  by  such terminated  or  expired  Options  or
forfeited  Restricted Stock, as the case may be,  may  be  the
subject  of further grants under the Amended Plan.  Restricted
Stock  granted under the Amended Plan and shares  issued  upon
the  exercise of any Option granted under the Amended Plan may
be,  at  the  Company's discretion, shares of  authorized  and
unissued Common Stock, shares of issued Common Stock  held  in
the Company's treasury or reacquired shares or any combination
thereof.  The foregoing notwithstanding, the maximum number of
shares of Restricted Stock for which Awards may be granted  is
400,000 shares.

           4.   Persons Eligible.  Under the Amended Plan, (i)
Awards may be granted to any key employee or executive officer
of  the  Company  who  is an employee of the  Company  or  its
subsidiaries, including any employee who is also a  member  of
the  Board (an "Employee") and (ii) shares of Restricted Stock
shall  be  awarded  to each Non-Employee  Director  under  the
Deposit  Share  Program,  as provided  herein.   "Non-Employee
Director"  means a member of the Board who is not an  employee
of  the  Company  or  of any person, directly  or  indirectly,
controlling,  controlled by or under common control  with  the
Company and is not a member of the Board representing a holder
of any class of securities of the Company.  In determining the
Employees  to whom Awards are to be granted and the number  of
shares  to  be covered by an Award, the Committee  shall  take
into   consideration  the  Employee's  present  and  potential
contribution  to  the success of the Company  and  such  other
factors  as  the Committee may deem proper and  relevant.   An
Employee  receiving  an  Award, and  a  Non-Employee  Director
receiving  shares of Restricted Stock under the  Amended  Plan
are  individually hereinafter referred to as a  "Participant".
In  no event may Awards be granted to any one Participant  for
more  than  twenty  percent (20%) of the aggregate  number  of
shares  of Common Stock for which Awards may be granted  under
the Amended Plan, including for this purpose Awards granted to
such  Participant which are subsequently cancelled,  forfeited
or otherwise terminated.

          5.  Provisions Applicable to Options.

       (a)  Price and Type of Options.  The purchase price  of
     each share of Common Stock under any Option granted under
     the  Amended Plan shall be as determined by the Committee
     in  its  sole discretion, but shall not be less than  the
     Fair   Market  Value  thereof  (determined  in  a  manner
     equivalent  to  the  determination  under  Section  6(e),
     unless  in the case of Incentive Stock Options, the  Code
     requires  a  different method, in which case  the  method
     required  by  the  Code shall be followed  for  Incentive
     Stock  Options) on the date of grant.  The type of Option
     granted shall be as determined by the Committee, but  any
     Incentive Stock Options granted shall be subject to  such
     terms   and   conditions   as  are   required   for   the
     qualification as such by the Code on the date  of  grant.
     Any  Options  granted  under the Amended  Plan  shall  be
     clearly   identified  as  Incentive  Stock   Options   or
     nonstatutory stock Options.

       (b)   Exercisability of Options.  The  Committee  shall
     determine  when  and to what extent an  Option  shall  be
     vested,   including   continuation   of   vesting   after
     retirement at a specified age and with a specified number
     of  years of service; and may provide for Options  to  be
     vested  based upon such performance related goals as  the
     Committee   in  its  sole  discretion  deems  appropriate
     ("Performance Goals").  The Committee may,  in  its  sole
     discretion, also provide that some or all Options granted
     shall  immediately become vested or exercisable as  of  a
     date  fixed by the Committee upon a change in control  of
     the  Company as defined by the Committee or in the  event
     of  a sale, lease or transfer of all or substantially all
     of the Company's assets, equity securities or businesses,
     or merger, consolidation or other business combination of
     the Company.  The Committee may also if it so elects make
     any such action contingent upon consummation of the event
     which prompted the action.

      (c)  Termination of Options.  The unexercised portion of
     any   Option   granted  under  the  Amended  Plan   shall
     automatically  and  without notice terminate  and  become
     null and void at the time of the earliest to occur of the
     following:

                (i) Thirty (30) days after the termination  of
             the Participant's employment with the Company and
             all   subsidiaries   thereof   for   any   reason
             (including,  without limitation,  disability,  or
             termination  by the Company and all  subsidiaries
             thereof,  with  or without cause) other  than  by
             reason  of  the  Participant's death,  retirement
             from  the  Company  and all subsidiaries  thereof
             after  reaching  age  55 and  after  having  been
             employed by the Company or any subsidiary thereof
             for  at  least  seven (7) years  or  a  leave  of
             absence approved by the Company;

                (ii)   (x)  except as provided in  (y),  three
             hundred   sixty-five   (365)   days   after   the
             termination of the Participant's employment  with
             the  Company  and  all  subsidiaries  thereof  by
             reason  of the Participant's death, or by  reason
             of  the Participant's retirement from the Company
             and   all  subsidiaries  thereof  after  reaching
             age  55  and  after having been employed  by  the
             Company  or any subsidiary thereof for  at  least
             seven  (7)  years;  or (y) in the  case  of  such
             retirement,  such longer period as the  Committee
             may provide for a Participant;

                (iii)Thirty  (30)  days  after  expiration  or
             termination of a leave of absence approved by the
             Company unless the Participant becomes reemployed
             with  the Company or any subsidiary prior to such
             30-day  period  in which event the  Option  shall
             continue in effect in accordance with its terms;

                 (iv) The expiration of the Option Period  (as
          hereinafter defined); or

                (v)  In whole or in part, at such earlier time
             or  upon the occurrence of such earlier event  as
             the   Committee  in  its  discretion   may   have
             provided upon the granting of such Option.

       (d)   Term of Options.  The term of each Option granted
     under  the  Amended Plan will be for such period  (herein
     referred  to  as the "Option Period") of  not  less  than
     seven  (7) years and not more than ten (10) years as  the
     Committee  shall  determine.  With respect  to  Incentive
     Stock Options, such term may not exceed ten (10) years or
     such  other term provided in the Code. Each Option  shall
     be  subject  to  earlier termination as  described  under
     "Termination of Options" in subparagraph (c)  above.   An
     Option  shall  be  considered granted  on  the  date  the
     Committee   acts  to  grant  the  Option  or  such   date
     thereafter as the Committee shall specify.

       (e)   Exercise of Options.  Options granted  under  the
     Amended Plan may be exercised by the Participant,  as  to
     all  or part of the shares covered thereby, in accordance
     with the terms of such Participant's Option Agreement.  A
     partial  exercise  of  an Option may  not  be  made  with
     respect  to fewer than ten (10) shares unless the  shares
     purchased  are  the  total  number  then  available   for
     purchase  under the Option.  A Participant shall exercise
     such Option by delivering ten (10) days' (or such shorter
     period  as the Company shall permit) prior written notice
     of  the  exercise  thereof on a form  prescribed  by  the
     Company  to the Secretary of the Company at its principal
     office,  specifying the number of shares to be purchased.
     The  purchase price of the shares as to which  an  Option
     shall  be exercised shall be paid in full in cash or  its
     equivalent at the time of exercise.

       The  Participant shall be responsible  for  paying  all
     withholding  taxes,  if  any, applicable  to  any  Option
     exercise and the Company shall have the right to take any
     action necessary to insure that the Participant pays  the
     required  withholding taxes.  Upon payment of the  Option
     purchase  price and the required withholding  taxes,  the
     Company  shall  cause a certificate  for  the  shares  so
     purchased to be delivered to the Participant.

       (f)   Stock Withholding.  Notwithstanding the terms  of
     subparagraph (e) above, a Participant shall be  permitted
     to  satisfy the Company's withholding tax requirements by
     electing  to have the Company withhold shares  of  Common
     Stock otherwise issuable to the Participant or to deliver
     to  the  Company  shares of Common Stock  having  a  fair
     market value on the date income is recognized pursuant to
     the exercise of an Option equal to the amount required to
     be  withheld.  The election shall be made in writing  and
     shall be made according to such rules and in such form as
     the Committee may determine.

       (g)  Exercise of Options following Participant's Death.
     If  a Participant dies ("Deceased Participant") while  in
     the  employ  of the Company, or during any longer  period
     applicable  to  a  Deceased  Participant  under   Section
     5(c)(ii)(y),  and  if  the Deceased  Participant's  death
     occurs   prior   to  the  date  the  Option   terminates,
     regardless  of whether the Option is subject to  exercise
     under  the terms of the Option, such Option shall  become
     immediately  vested  and  exercisable  by  the   personal
     representative of the Deceased Participant or the  person
     to  whom  the  Deceased Participant's  rights  under  the
     Option would be transferred by law or applicable laws  of
     descent and distribution.  The Committee may also provide
     as  to  Options outstanding as of January 1, 1994  for  a
     right  to surrender the Option to the Company at a  price
     equal  to  the  difference between the  aggregate  Option
     price  and the fair value of the Common Stock subject  to
     the  Option as of the Deceased Participant's death.   The
     surrender  shall  also  be  subject  to  such  terms  and
     conditions  as  are determined by the Committee  and  set
     forth in the Option Agreement.

     (h)   Non-Transferability  of  Options.   Except  to  the
     extent as may be permitted under rules established by the
     Committee, an Option or any right evidenced thereby shall
     not be transferable otherwise than by will or the laws of
     descent and distribution, and shall be exercisable during
     the Participant's lifetime only by him or by his guardian
     or legal representative.

     (i)   Rights of Participant.  The Participant shall  have
     none  of the rights of a shareholder of the Company  with
     respect to the shares subject to any Option granted under
     the  Amended Plan until a certificate or certificates for
     such  shares shall have been issued upon the exercise  of
     any Option.

           6. Restricted Stock Awards.  The Committee may make
awards  of  Restricted Stock ("Restricted  Stock  Awards")  to
Participants who are Employees, and shall make Awards to  Non-
Employee Directors, subject to the provisions of this  Section
6.

     (a)    Restricted  Stock  Agreements.   Restricted  Stock
     Awards  shall be evidenced by Restricted Stock agreements
     ("Restricted  Stock Agreements") which shall  conform  to
     the requirements of the Amended Plan and may contain such
     other  provisions (such as provisions for the  protection
     of   Restricted   Stock   in  the   event   of   mergers,
     consolidations,  dissolutions and liquidations  affecting
     either the Restricted Stock Agreement or the Common Stock
     issued thereunder) as the Committee shall deem advisable.

     (b)   Payment  of  Restricted Stock  Awards.   Restricted
     Stock   Awards  shall  be  made  by  delivering  to   the
     Participant  or  an  Escrow Agent (as  defined  below)  a
     certificate or certificates for such shares of Restricted
     Stock  of  the  Company, as determined by  the  Committee
     ("Restricted Shares"), which Restricted Shares  shall  be
     registered   in  the  name  of  such  Participant.    The
     Participant shall have all of the rights of a  holder  of
     Common  Stock  with  respect to  such  Restricted  Shares
     except  as to such restrictions as appear on the face  of
     the certificate.  The Committee may designate the Company
     or  one  or more of its employees to act as custodian  or
     escrow agent for the certificates ("Escrow Agent").

     (c)   Terms,  Conditions  and  Restrictions.   Restricted
     Shares  shall  be  subject to such terms and  conditions,
     including vesting and forfeiture provisions, if any,  and
     to  such  restrictions against resale, transfer or  other
     disposition as may be provided in this Amended Plan  and,
     consistent  therewith,  as  may  be  determined  by   the
     Committee  at  such time as it grants a Restricted  Stock
     Award  to a Participant.  Any new or different Restricted
     Shares  or other securities resulting from any adjustment
     of  such  Restricted Shares pursuant to Section 8  hereof
     shall  be  subject  to  the same  terms,  conditions  and
     restrictions  as  the  Restricted Shares  prior  to  such
     adjustment.  The Committee may in its discretion, remove,
     modify  or accelerate the release of restrictions on  any
     Restricted Shares as it deems appropriate.  In the  event
     of  the  Participant's  death,  all  transfers  or  other
     restrictions to which the Participant's Restricted Shares
     are  subject  shall immediately lapse, and  the  Deceased
     Participant's  legal representative or  person  receiving
     such  Restricted Shares under the Deceased  Participant's
     will  or under the laws of descent and distribution shall
     take such Restricted Shares free of any such transfer  or
     other restrictions.

     (d)   Dividends and Voting Rights.  Except  as  otherwise
     provided  by the Committee, during the restricted  period
     the Participant shall have the right to receive dividends
     from and to vote the Participant's Restricted Shares.

     (e)   Deposit  Share Program.  Subject to the  provisions
     set  forth below and subject to rules established by  the
     Committee,  pursuant  to  the  Company's  Deposit   Share
     Program,  (1)  Employees may elect to acquire  shares  of
     Common  Stock with a Fair Market Value up to a percentage
     designated  by  the Committee of cash bonuses  under  the
     Company's  incentive compensation programs designated  by
     the  Committee, and (2) Non-Employee Directors  shall  be
     entitled  to acquire shares of Common Stock with  a  Fair
     Market  Value  equal to up to 50% of the compensation  of
     such  Non-Employee Director for service as a director  of
     the  Company,  including for service as  a  member  of  a
     Committee  of  the  Board, during the preceding  calendar
     year  (in  each case, "Deposit Shares").  Deposit  Shares
     shall  be  issued  in an amount which the  Deposit  Share
     Participant (as defined in Section 6(e)(i) below)  elects
     to  use  to  acquire  Common  Stock  (subject  to  limits
     provided in this Section 6(e)) divided by the Fair Market
     Value  of  a share of Common Stock on the Award Date  (as
     defined in Section 6(e)(ii) below).  For purposes hereof,
     the  term  "Fair Market Value" shall be as determined  by
     the  Committee, except that during any period the  Common
     Stock  is  traded on a recognized exchange,  Fair  Market
     Value  shall be based upon the last sales price of Common
     Stock  on the principal securities exchange on which  the
     same is traded on the Award Date or if no sales of Common
     Stock have taken place on such date, the last sales price
     on the first date following the Award Date on which sales
     occur.   Deposit Share Participants electing  to  deposit
     Deposit  Shares with the Company under the Deposit  Share
     Program and receive Restricted Stock Awards in connection
     therewith shall do so as follows:

              (i)  The Committee shall notify each Participant
          who  is  an Employee selected to participate in  the
          Deposit Share Program and each Non-Employee Director
          (such  Employees and Non-Employee Directors together
          referred to as "Deposit Share Participants") of  the
          maximum  amount which they are permitted to  use  to
          acquire Common Stock to be deposited with the Escrow
          Agent, and Deposit Share Participants may choose  to
          deposit  any  number  of  Deposit  Shares  they  are
          permitted  to  deposit  under  the  Committee  rules
          (Deposit Shares so acquired and deposited are herein
          sometimes referred to as the "Original Deposit").

              (ii)Deposit Share Participants must  make  their
          irrevocable   election  on  or   before   the   date
          designated  by  the  Committee  or  if  no  date  is
          designated, then at least thirty (30) days prior  to
          the  Award Date.  The Award Date ("Award Date")  for
          each  year  in which a Deposit Share Participant  is
          eligible to receive Deposit Shares shall be February
          15,  or the Monday following February 15 in any year
          in  which February 15 falls on a Saturday or Sunday,
          unless  the  Committee designates a different  Award
          Date.  The Award Date for Employees and Non-Employee
          Directors need not be the same.  The Committee shall
          have  the  discretion to waive any date or  deadline
          established pursuant to this section.  The Committee
          may also allow a Deposit Share Participant who is an
          Employee  to  acquire Deposit Shares in  lieu  of  a
          bonus,  or  to deliver a check equal to  the  dollar
          amount  of  bonuses  for  which  the  Deposit  Share
          Participant  may purchase Deposit Shares,  in  which
          case  the  full  amount  of  the  cash  bonus  (less
          applicable withholding) will be paid to the Employee
          and  the  Employee  shall deliver  a  check  to  the
          Company,  subject to the limitations established  by
          the Committee.

              (iii)All elections shall be in writing and filed
          with  the Committee or its designee.  Such elections
          may, if permitted by the Committee, also specify one
          of  the  following alternatives regarding the manner
          in  which dividends are paid on all deposited  stock
          (including  Deposit  Shares, shares  purchased  with
          dividends,  if  any, and matching Restricted  Shares
          (but  only if the Committee allows dividends on such
          Restricted Shares to be paid and credited)):

                  (1)  Dividends shall be accumulated  by  the
          Escrow  Agent for the purchase of additional  shares
          for the Deposit Share Participant's account; or

                  (2) Dividends shall be paid currently to the
          Deposit Share Participant.

      A  Deposit  Share Participant shall be  deemed  to  have
elected  Alternative  (1) unless or until  the  Deposit  Share
Participant  delivers written notice to the Company  selecting
Alternative  (2) as the method by which dividends  are  to  be
paid and credited.

              (iv)As soon as practicable following an Original
          Deposit, the Company shall match the Deposit  Shares
          deposited  with  the Escrow Agent  for  the  Deposit
          Share Participant's account by depositing (1) for an
          Employee,  up to one (1) Restricted Share  for  each
          Deposit Share in the Original Deposit, as determined
          by   the  Committee,  and  (2)  for  a  Non-Employee
          Director,  one  and one-half (1-1/2) Restricted  Share
          for  each  Deposit  Share in the  Original  Deposit.
          Restricted  Shares  shall  be  distributed  to   the
          Deposit   Share  Participant  entitled  thereto   as
          promptly as practicable after they vest.

              (v)  With  respect to Employees, the  Restricted
          Shares  deposited  by  the  Company  shall  vest  in
          accordance  with  the  schedule  determined  by  the
          Committee.  With respect to Non-Employee  Directors,
          the  Restricted  Shares  shall  vest  on  the  third
          anniversary  of  the date of the Award.   Awards  of
          Restricted  Stock  that  are  not  vested  shall  be
          forfeited upon the Non-Employee Director ceasing  to
          be  a director of the Company for any reason, except
          in  the  case  of death, as hereinafter provided  in
          Section  6  (e)  (ix),  except  in  the  case  of  a
          Permissible Event (as hereinafter defined) or except
          as  otherwise provided by the Committee.  If a  Non-
          Employee Director ceases to be a director by  reason
          of  a Permissible Event, the Restricted Shares shall
          continue  to vest during the balance of  the  three-
          year vesting period if (1) no later than the date on
          which  the  Non-Employee Director  ceases  to  be  a
          director  of the Company, the Non-Employee  Director
          enters  into an agreement approved by the  Committee
          under which the Non-Employee Director agrees not  to
          compete with the Company or its subsidiaries  during
          the  balance of such period and (2) the Non-Employee
          Director complies with the agreement. Any Restricted
          Shares  that  do not vest by reason of a Permissible
          Event  shall be forfeited unless otherwise  provided
          by  the Committee.  A Permissible Event shall be any
          termination of service as a director of the  Company
          by reason of:

                   (1)    the   Non-Employee  Director   being
          ineligible  for continued service as a  director  of
          the  Company under the Company's retirement  policy;
          or

                  (2)  the  Non-Employee Director's  taking  a
          position   with   or   providing   services   to   a
          governmental, charitable or educational  institution
          whose  policies  prohibit continued service  on  the
          Board or due to the fact that continued service as a
          director would be a violation of law.

              The Company may, in its sole discretion, provide
          that  some or all Restricted Stock shall immediately
          become  vested in the circumstances with respect  to
          immediate vesting of Options contemplated by Section
          5(b).

              (vi)Shares  purchased  with  dividends  paid  on
          deposited stock (Original Deposit, Restricted  Stock
          or  any  shares  purchased with  dividends)  may  be
          withdrawn from a Deposit Share Participant's account
          at any time.
              (vii)A Deposit Share Participant's interests  in
          the Original Deposit or the Restricted Stock may not
          be  sold,  pledged, assigned or transferred  in  any
          manner,  other than by will or the laws  of  descent
          and distribution, so long as such shares are held by
          the   Escrow  Agent,  and  any  such  sale,  pledge,
          assignment or other transfer shall be null and void;
          provided,  however, a pledge of  the  Deposit  Share
          Participant's interest in the Original Deposit or  a
          transfer  of  such  Participant's  interest  in  the
          Original  Deposit (any permitted transfer not  being
          considered a withdrawal of the Original Deposit)  or
          in   the  Restricted  Stock  may  be  permitted   in
          accordance  with  rules  which  the  Committee   may
          establish.   To the extent Restricted Shares  become
          vested,  at  the same time as Restricted Shares  are
          released by the Escrow Agent, the Escrow Agent shall
          also  release a percentage (computed to the  nearest
          whole percent) of the Original Deposit equal to  the
          number  of  Restricted Shares then  being  released,
          divided by the number of Restricted Shares deposited
          by the Company with respect to the Original Deposit.

              (viii)Any or all of the Original Deposit may  be
          withdrawn at any time.  Such withdrawal shall  cause
          a  forfeiture  of  any non-vested Restricted  Shares
          attributable to the Deposit Shares being  withdrawn.
          Any Deposit Shares withdrawn shall be deemed to have
          been  withdrawn under Section 6(e)(vi) to the extent
          there  are  any  such shares, and  then  under  this
          Section 6(e)(viii).

              (ix)In the event the employment with the Company
          or  its  subsidiaries of a Deposit Share Participant
          who  is an Employee is terminated during the vesting
          period  by reason of the Deposit Share Participant's
          death,  the  vesting requirements  shall  be  deemed
          fulfilled  upon  the  date of  such  termination  of
          employment.  In the event a Non-Employee  Director's
          service  as  a director of the Company is terminated
          during  the  vesting period by reason  of  the  Non-
          Employee  Director's death, the vesting requirements
          shall be deemed to be fulfilled on the date of  such
          termination of service.

              (x) In the event the employment with the Company
          and  its subsidiaries of a Deposit Share Participant
          who  is an Employee is terminated during the vesting
          period   for  any  reason  other  than  death,   the
          Restricted  Shares,  to  the  extent  not  otherwise
          vested,   shall   automatically  be  forfeited   and
          returned to the Company unless the Committee  shall,
          in its sole discretion, otherwise provide.

           7.   Right to Terminate Employment.  Nothing in the
Amended Plan or in any Award granted under the Amended Plan to
a  Participant who is an Employee shall confer upon  any  such
Participant  the  right to continue in the employment  of  the
Company or affect the right of the Company to terminate such a
Participant's  employment at any time,  nor  cause  any  Award
granted  to become exercisable as a result of the election  by
the  Company  of  its  right  to terminate  at  any  time  the
employment  of  such a Participant subject,  however,  to  the
provisions of any agreement of employment between the  Company
and  such Participant.  Nothing in the Amended Plan or in  any
Award  of  Restricted  Stock  under  the  Amended  Plan  to  a
Participant  who is a Non-Employee Director shall confer  upon
such Director the right to continue as a member of the Board.

          8.  Dilution and Other Adjustments.  In the event of
any  change in the outstanding shares of the Company ("capital
adjustment") for any reason including, but not limited to, any
stock   split,   stock  dividend,  recapitalization,   merger,
consolidation,  reorganization,  combination  or  exchange  of
shares or other similar event, an adjustment in the number  or
kind  of  shares of Common Stock subject to, the Option  price
per share under, and (if appropriate) the terms and conditions
of,  any outstanding Award, shall be modified or provided  for
by  the  Committee  in a manner consistent with  such  capital
adjustment,  and the shares reserved for issuance  under  this
Amended Plan shall likewise be modified. The determination  of
the  Committee  as to any such adjustment shall be  conclusive
and binding for all purposes of the Amended Plan.

           9.   Form  of  Agreements with Participants.   Each
Option  Agreement  and/or Restricted  Stock  Agreement  to  be
executed  by  a  Participant shall be  in  such  form  as  the
Committee shall in its discretion determine.

            10.   Legend  on  Certificates;  Restrictions   on
Transfer.  The Company may, to the extent deemed necessary  or
advisable,  endorse  an appropriate legend  referring  to  any
restrictions  imposed by state law or the  Securities  Act  of
1933,   as  amended,  upon  the  certificate  or  certificates
representing   any  shares  issued  or  transferred   to   the
Participant pursuant to Awards.

          11.  Securities Act Compliance.  Notwithstanding any
provision  of the Amended Plan to the contrary, the  Committee
shall  take  whatever  action it  may  consider  necessary  or
appropriate  to  comply with the Securities Act  of  1933,  as
amended,   or  any  other  then  applicable  securities   law,
including limiting the granting and exercise of Options or the
issuance of shares thereunder.

           12.   Amendment, Expiration and Termination of  the
Amended Plan. Under the Amended Plan, Awards may be granted at
any  time  and from time to time before the tenth  anniversary
date  of  adoption of amendments to this Plan by the Company's
Board of Directors on January 27, 1994 (the date on which this
Plan  was  last previously amended) at which time the  Amended
Plan  will expire, except as to Awards then outstanding.   The
foregoing notwithstanding, no Incentive Stock Options  may  be
granted  after January 1, 2001.  The Amended Plan will  remain
in effect with respect to outstanding Awards until such Awards
have been exercised or have expired, as the case may be.   The
Amended Plan may be terminated or modified at any time by  the
Board  of Directors before the expiration of the Amended Plan,
except  with respect to any Awards then outstanding under  the
Amended Plan, provided that any increase in the maximum number
of  shares  subject to Awards specified in  Section  3  or  in
Section  4  hereof  shall be subject to the  approval  of  the
Company's  shareholders unless made pursuant to the provisions
of  Section 8 hereof.  No amendment of the Amended Plan  shall
adversely affect any right of any Participant with respect  to
any Award theretofore granted under the Amended Plan.

           13.   Effective Date. If the Amended  Plan  is  not
approved  by the Company's shareholders prior to September  1,
1997,  the  MGIC  Investment Corporation 1991 Stock  Incentive
Plan  as  in  effect immediately prior to March 6, 1997  shall
remain in effect and shall not be deemed to have been amended.

          14.  Governing Law.  The Amended Plan and any Option
Agreement and/or Restricted Stock Agreement shall be  governed
by  and  construed in accordance with the internal substantive
laws,  and  not  the  choice of law rules,  of  the  State  of
Wisconsin.



                                                      EXHIBIT 11.1

                 MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
               STATEMENT RE COMPUTATION OF NET INCOME PER SHARE
           Three and Six Month Periods Ended June 30, 1999 and 1998

                                   Three Months Ended   Six Months Ended
                                        June 30,            June 30,
                                   ------------------   ----------------    
                                     1999      1998      1999      1998
                                     ----      ----      ----      ----       
                                         (In thousands of dollars,
                                          except per share data)

BASIC EARNINGS PER SHARE

Average common shares outstanding   109,059   114,144   109,031   114,067
                                   ========  ========  ========  ========
Net income                         $112,934  $ 95,212  $213,352  $189,259
                                   ========  ========  ========  ========
Basic earnings per share           $   1.04  $   0.83  $   1.96  $   1.66
                                   ========  ========  ========  ========
DILUTED EARNINGS PER SHARE

Adjusted shares outstanding:
  Average common shares outstanding 109,059   114,144   109,031   114,067
  Net shares to be issued upon
    exercise of dilutive stock
    options after applying
    treasury stock method             1,195     1,569     1,098     1,660
                                   --------  --------  --------  --------  
  Adjusted shares outstanding       110,254   115,713   110,129   115,727
                                   ========  ========  ========  ========
Net income                         $112,934  $ 95,212  $213,352  $189,259
                                   ========  ========  ========  ========
Diluted earnings per share         $   1.02  $   0.82  $   1.94  $   1.64
                                   ========  ========  ========  ========    
  

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FORM 10-Q FOR THE SIX
MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<DEBT-HELD-FOR-SALE>                         2,661,837
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      18,728
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               2,823,430
<CASH>                                         146,859
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          23,105
<TOTAL-ASSETS>                               3,118,336
<POLICY-LOSSES>                                686,634
<UNEARNED-PREMIUMS>                            173,500
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                417,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       121,111
<OTHER-SE>                                   1,654,530
<TOTAL-LIABILITY-AND-EQUITY>                 3,118,336
<PREMIUMS>                                     388,747
<INVESTMENT-INCOME>                             75,542
<INVESTMENT-GAINS>                               3,353
<OTHER-INCOME>                                  28,956
<BENEFITS>                                      75,173
<UNDERWRITING-AMORTIZATION>                        960
<UNDERWRITING-OTHER>                           104,222
<INCOME-PRETAX>                                307,127
<INCOME-TAX>                                    93,775
<INCOME-CONTINUING>                            213,352
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   213,352
<EPS-BASIC>                                       1.96
<EPS-DILUTED>                                     1.94
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0