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                              UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (AMENDMENT NO.   3  )*
                                         -----

                        MGIC INVESTMENT CORPORATION
- -------------------------------------------------------------------------------
                              (Name of Issuer)

                                COMMON STOCK
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                  55284810
                     ----------------------------------
                                (CUSIP Number)

                         AS OF 10/31/96

Check the  following box if a fee is being paid with this statement / /.  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting  beneficial  ownership of more than five percent of the class of
securities  described in Item 1;  and (2)  has  filed no  amendment  subsequent
thereto reporting  beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter the disclosures provided in a prior page.

The information  required in the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, see
the Notes).


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                              Page 1 of 10 Pages


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- ---------------------                                  ------------------------
CUSIP No. 55284810                   13G                 Page   2 of  10 Pages
- ---------------------                                  ------------------------

- -------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSON             Provident Investment Counsel, Inc.
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


- -------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  / /
                                                                    (b)  / /
- -------------------------------------------------------------------------------
  3  SEC USE ONLY

- -------------------------------------------------------------------------------
  4  CITIZENSHIP OR PLACE OF ORGANIZATION      Massachusetts

- -------------------------------------------------------------------------------
NUMBER OF SHARES               5  SOLE VOTING POWER        1953357
 BENEFICIALLY                       
 OWNED BY                    --------------------------------------------------
 EACH REPORTING                6  SHARED VOTING POWER      0
 PERSON WITH                        
                             --------------------------------------------------
                               7  SOLE DISPOSITIVE POWER   2627063
                                    
                             --------------------------------------------------
                               8  SHARED DISPOSITIVE POWER   0
                                    
- -------------------------------------------------------------------------------
  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2627063

- -------------------------------------------------------------------------------
 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.5%

- -------------------------------------------------------------------------------
 12  TYPE OF REPORTING PERSON*       CO, IA

- -------------------------------------------------------------------------------

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 10 Pages

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- ---------------------                                  ------------------------
 CUSIP No. 55284810                   13G                Page 3   of  10 Pages
- ---------------------                                  ------------------------

- -------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSON       Robert M. Kommerstad
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
     (Mr. Kommerstad is no longer a reporting person.  See Item 2.)

- -------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  / /
                                                                    (b)  / /
- -------------------------------------------------------------------------------
  3  SEC USE ONLY

- -------------------------------------------------------------------------------
  4  CITIZENSHIP OR PLACE OF ORGANIZATION      U.S.A

- -------------------------------------------------------------------------------
NUMBER OF SHARES               5  SOLE VOTING POWER        0
 BENEFICIALLY                       
 OWNED BY                    --------------------------------------------------
 EACH REPORTING                6  SHARED VOTING POWER      0
 PERSON WITH                       
                             --------------------------------------------------
                               7  SOLE DISPOSITIVE POWER   0
                                   
                             --------------------------------------------------
                               8  SHARED DISPOSITIVE POWER  0
                                   
- -------------------------------------------------------------------------------
  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     0 IA owns 2627063 shares of common stock.  Mr. Kommerstad is no longer a
     reporting person.

- -------------------------------------------------------------------------------
 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     
- -------------------------------------------------------------------------------
 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)        0%

- -------------------------------------------------------------------------------
 12  TYPE OF REPORTING PERSON*
     Mr. Kommerstad is no longer a reporting person.  See Item 2.

- -------------------------------------------------------------------------------

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 3 of 10 Pages


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ITEM 1.

     (a)  NAME OF ISSUER:  MGIC INVESTMENT CORPORATION

     (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          250 E. KILBOURN AVE MILWAUKEE WISCONSIN 53202

ITEM 2.

     (a)  NAME OF PERSON FILING:  This statement is being filed by (i) 
Provident Investment Counsel Inc,. a Massahusetts coporation and registered 
investment adviser ("IA"), and (ii) Robert M. Kommerstad, a shareholder of 
IA's predecessor, Provident Investment Counsel, a California corporation 
which was formerly a registered investment adviser ("Former IA").  IA is 
continuing the business of Former IA, and is a wholly-owned susbsidiary of 
United Asset Management Holdings, which is wholly owned by United Asset 
Management Corporation ("UAM").  Pursuant to an Acquisition Agreement by and 
among UAM, Former IA and IA, IA acquired substantially all of the assets of 
Former IA on February 15, 1995.  (the "Acquisition").

     IA's beneficial ownership of the Common Stock is direct as a result of 
IA's discretonary authority to buy, sell, and vote shares of such Common 
Stock for its investment advisory clients.  Mr. Kommerstad, as a result of 
the Acquisition, no longer has beneficial ownership of any of the common 
stock, and is no longer a reporting person.

     (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

          IA's Principal Business Office is located at:

               300 North Lake Avenue, Pasadena, CA 91101-4022.

     (c)  CITIZENSHIP:

          IA is a Massachusetts corporation.

     (d)  TITLE OF CLASS OF SECURITIES:

          Class A Common Stock


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                              Page 4 of 10 Pages


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     (e)  CUSIP  NUMBER:

          55284810

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), 
         CHECK WHETHER THE PERSON FILING IS A:

     (a) / /  Broker or Dealer registerd under Secton 15 of the Act

     (b) / /  Bank as defined in section 3 (a) (6) of the Act

     (c) / /  Insurance Company as defined in section 3 (a) (19) of the act

     (d) / /  Investment Company registered under section 8 of the Investment 
              Company Act                

     (e) /x/  Investment Adviser registered under section 203 of the 
              Investment Advisers Act

     (f) / /  Employee Benefit Plan, Pension Fund which is subject to the 
              provisions of the Employee Retirement Income Security Act of 1974
              or Endowment Fund; see section 240.13d-1(b) (1) (ii) (F)

     (g) / /  Parent Holding company, in accordance with section 240.13d-1(b) 
              (ii) (G)  (Note: See Item 7)

     (h) / /  Group, in accordance with section 240.13d1-(b) (1) (ii) (H)

ITEM 4.  OWNERSHIP

    (a) AMOUNT BENEFICIALLY OWNED:  IA directly beneficially owns 3604524
shares of Common Stock.

    (b) PERCENT OF CLASS:    4.5%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

          (i) sole power to vote or to direct the vote:

                   IA has the power to vote 1953357 shares.  No other person 
                   has the power to vote such shares. 

                   IA has no power to vote 673706 shares for which it has 
                   dispositive power.

         (ii) shared power to vote or to direct the vote:    0


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                             Page 5 of 10 Pages

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        (iii) sole power to dispose or to direct the disposition of:
              
                 IA has the power to dispose all 2627063 shares for which it has
                 direct beneficial ownership.  It does not share this power with
                 any other person.

         (iv) shared power to dispose or to direct the
              disposition of:  0


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         As a result of the Acquisition, Mr. Kommerstad no longer owns any of
         the common stock.  See Item 2 above.  IA's beneficial ownership is
         described in Item 4 above.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         IA, a registerd investment adviser, has the right or the power to 
         direct the receipt of dividends from Common Stock, and to direct the 
         receipt of proceeds from the sale of Common Stock to IA's investment
         advisory clients.  No single investment advisory client of IA owns 
         more 5% of the Common Stock.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not applicable.


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                            Page 6 of 10 pages


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ITEM 10. CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the  ordinary course of 
business and were not acquired for the purpose of and do not have the effect 
of changing or influencing the control of the issuer of such securities and 
were not acquired in connection with or as a participant in any transaction 
having such purposes or effect.
 

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                               Page 7 of 10 pages

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                                  SIGNATURE

    After  reasonable  inquiry and to the  best of my  knowledge and  belief, I
certify that the  information set forth in this statement is true, complete and
correct.

November 9, 1996

                                              PROVIDENT INVESTMENT COUNSEL, INC.

                                              By: /s/ THAD BROWN
                                                 ------------------------------
                                                 Thad Brown
                                                 Chief Financial Officer
                                                 and Senior Vice-President


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                              Page 8 of 10 pages